Common use of Exclusivity Clause in Contracts

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will Company, the Stockholders and any of their affiliates shall not, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries or any of their respective Representativesthis Section 8.10.

Exclusivity. Seller agrees as follows: (a) Except with respect Until the first to occur of the transactions contemplated by Closing or the earlier termination of this Asset Purchase AgreementAgreement pursuant to Article X, the Seller agrees that it Company will not, and it will cause its Subsidiaries respective Affiliates, directors, officers, stockholders, employees, agents, consultants and its other advisors and their respective Representatives representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate any inquiries inquiry or the making or implementation of any proposal or offer offer, (includingb) enter into, without limitationcontinue or otherwise participate in any discussions or negotiations, (c) furnish to any person any non-public information or grant any person access to its properties, assets, books, contracts, personnel or records, (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any proposal letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)contract, or (iie) engage in propose, whether publicly or to any negotiations concerningdirector or stockholder, or provide agree to do any confidential information of the foregoing for the purpose of encouraging or data tofacilitating any proposal, offer, discussions or have any substantive discussions with, any Person negotiations; in each case relating to an Acquisition Proposal. “Acquisition Proposal” means any offer or proposal regarding a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to business combination transaction involving the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Company or any of its Subsidiaries or any other transaction to acquire all or any material part of their respective Representativesthe business, properties or assets of the Company or any of its Subsidiaries or any amount of the capital stock of the Company or any of its Subsidiaries (whether or not outstanding), whether by merger, acquisition of assets, purchase of equity, tender offer or other similar transactions, other than with Industrea. The Company will immediately cease and cause to be terminated any such negotiations, discussion or other communication, or contracts (to the extent unilaterally terminable by the Company without the counterparty’s consent and without penalty) (other than with Industrea) with respect to the foregoing and will immediately (but in any event within five (5) business days after the date of this Agreement) terminate any access of the type referenced in clause (c) above.

Exclusivity. Seller agrees as follows: (a) Except From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase AgreementSection 9.01, the Seller agrees that it will Company shall not, and it will shall cause its the Company Subsidiaries and its and their respective Representatives not to, directly or indirectly, (A) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any inquiries, offers or proposals (written or oral) by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an “Alternative Transaction”), other than with the other Parties and their respective Representatives, (B) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (C) enter into any contract or other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, I approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (E) prepare or take any steps in connection with a public offering of any Equity Interests of the Company or any of the Company Subsidiaries or (F) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. If the Company or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than three (3) Business Days after the Company becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (in which case, the Company will use reasonable best efforts to seek a waiver of any applicable confidentiality restrictions). Without limiting the foregoing, Company agrees that any violation of the restrictions set forth in this Section 7.04(a) by it or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.04(a) by the Company. (b) From and after the date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, (i) initiateParent shall not, solicit, facilitate, seek, knowingly encourage or induceand shall direct its Representatives acting on its behalf not to, directly or indirectly, any inquiries (A) initiate, seek, solicit, knowingly facilitate or the making encourage or implementation submit an indication of any proposal or offer (including, without limitationinterest for, any proposal inquiries, proposals or offer to its stockholders a person (including any financial investor or group of financial investors) concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of Parent or any capital stock or other equity securities of them) from any Person other than Buyer with respect to the sale or disposition Parent, whether by way of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisitionconversion, consolidation, recapitalization, liquidation, dissolution, purchase or issuance of equity investment securities or other similar transaction (any such proposal or offer being hereinafter referred to as a “Parent Acquisition Proposal”), or (iiB) engage participate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Parent Acquisition Proposal or and (iiiii) enter into or consummate Parent shall, and shall cause its Representatives to, (A) terminate immediately any agreement or understanding negotiations with any Person relating to a ProposalParent Acquisition Proposal and (B) promptly advise the Company in writing of any proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall not be required to inform the Company of the identity of the person making such proposal or the material terms thereof). (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it he will not, and it will cause its Subsidiaries the Company and its directors, officers, managers, employees, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not toto (a) encourage, (i) initiate, solicit, facilitate, seek, knowingly encourage seek or inducerespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Purchaser of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or (ii) engage in otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall notify the Purchaser in writing immediately cease of (and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, in any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (cevent within one business day of the receipt of) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the Seller, the Company or any of its directors, officers, managers, employees and Affiliates or, to its knowledge, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of its Subsidiaries them and any individual member or employee of the foregoing) and shall, in any such notice to the Purchaser, identify the Person involved with, and the terms of, any such Proposal and shall provide the Purchaser with copies of their respective Representativesany written materials delivered in connection therewith.

Exclusivity. Seller agrees as follows: (a) Except with respect to Neither the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and Company nor any Beneficial Holder nor anyone acting on their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducebehalf is currently involved, directly or indirectly, in any inquiries or activity which is intended to, nor for so long as this Agreement is in effect, shall the making or implementation of any proposal or offer (including, without limitationCompany, any proposal Beneficial Holder or offer anyone acting on their behalf, directly or indirectly, (a) encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to its stockholders or cooperate in any of them) from manner with any Person Person, other than Buyer with respect to the sale or disposition of its Affiliates (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a each an “ProposalExcluded Person,” and collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any of the Company or its Subsidiaries’ assets (ii) engage other than in the ordinary course of business), the Shares or any negotiations concerningcapital stock or other securities of the Company or any of its Subsidiaries, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or provide issuance of debt securities or making of a loan or otherwise or any confidential information joint venture or data topartnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company or any of its Affiliates or Subsidiaries, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or have issuance of debt securities or making of a loan or any substantive discussions with, any Person relating to a Proposal joint venture or partnership or (iii) enter into or consummate any agreement such transaction or understanding with accept any Person relating offer or agree to engage in any such transaction. The Company or the Beneficial Holders shall promptly (within 24 hours) communicate to Buyer the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a Proposal. manner reasonably acceptable to Buyer. The notice of the Company and each Beneficial Holder under this Section 5.4 shall include the identity of the person making such proposal or offer, copies (bif written) Except or a written description of the terms (if oral) thereof and any other such information with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalthereto as Buyer may reasonably request. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows:Within the Exclusivity Period, (a) Except each Consortium Member shall work exclusively with respect the other Consortium Members to implement the Transaction in accordance with this Agreement and shall not discuss with any third party regarding any transaction relating to the transactions contemplated by this Asset Purchase Agreement, Company or the Seller agrees that it will Securities; (b) each Consortium Member shall not, and it will shall cause its Subsidiaries and its and their respective Representatives its/his/her Affiliates not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducewithout the prior knowledge and written consent of the other Consortium Members, directly or indirectly, either alone or with any inquiries of its/his/her Affiliates: (i) make a Competing Proposal or join with, or invite, any other Person to be involved in the making or implementation of any proposal Competing Proposal or offer provide any information to any other Person with a view to pursue or evaluate a Competing Proposal; (including, without limitation, any proposal ii) finance or offer to its stockholders finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of themor otherwise dispose of, any Securities except as contemplated under this Agreement and the Documentation, or enter into any agreement, arrangement or understanding with respect thereto; (iv) from enter into any Person other than Buyer agreement, arrangement or understanding with respect to the sale or disposition of (x) all or substantially all a limitation on voting rights of the Facility Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or (y) grant any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition proxies or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into a voting agreement, power of attorney or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore voting trust with respect to any Proposal.Securities except as contemplated under this Agreement and the Documentation or to expressly support the Transaction; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other Person in doing any of the things mentioned in the foregoing provisions of this Section 9.1(b); and (c) Seller each Consortium Member shall promptly notify Buyer the other Consortium Members immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it it/he/she or any of its Subsidiaries its/his/her Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal and shall disclose to the other Consortium Members the identity of their respective Representativesany other Persons involved and the nature and content of the approach or communication.

Exclusivity. Seller agrees as followsthat it and its controlled Affiliates will not, and will direct their Representatives not to, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, participate in negotiations with respect to, encourage or assist the submission of any proposal or offer from any Person, other than Buyer and its Representatives, providing for the direct or indirect sale or other disposition of the Shares. Seller and its controlled Affiliates shall immediately cease all existing discussions and negotiations, if any, with any Person or entity other than Buyer and its Representatives with respect to any transaction, agreement or arrangement that in each case, would materially interfere with or impair, or foreclose, the ability of Seller to consummate the Sale pursuant to this Agreement (any such transaction, a “Competing Transaction”). Seller and its controlled Affiliates shall not: (a) Except solicit offers, inquiries or proposals for any offer, inquiry or proposal to enter into a Competing Transaction with respect any Person other than Buyer; or (b) engage in any discussions or negotiations with, or enter into any agreement, arrangement or understanding with any Person or Persons other than Buyer and its advisers, regarding a Competing Transaction with any Person other than Buyer, except to the transactions contemplated by this Asset Purchase Agreement, the extent necessary for compliance with any Applicable Law. Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not Affiliates to, (i) initiatebetween the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicitvote, facilitateor cause to be voted, seek, knowingly encourage all Shares against authorization or induce, directly or indirectly, any inquiries or the making or implementation approval of any proposal or offer (includingCompeting Transaction submitted to a vote of holders of shares of Common Stock, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect except to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding extent necessary for compliance with any Person relating to a ProposalApplicable Law. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. From the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with ARTICLE VIII, each Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will Party shall not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, through any inquiries officer, director, employee, agent or Affiliate, enter into any agreement, agreement in principle or other commitment (whether or not legally binding) relating to any business combination with, recapitalization of, or acquisition or purchase of all or any material portion of the making Business (other than the inventory in the ordinary course of the Business), whether structured as a merger, stock purchase, license, recapitalization, lease, asset transaction or implementation otherwise (a “Competing Transaction”), or solicit, initiate or encourage the submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer relating to any Competing Transaction, nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to effect a Competing Transaction. Notwithstanding anything to the contrary contained in this Section 5.9, this Agreement shall in no event restrict or limit any Seller discussions or negotiations in respect of a sale or disposition transfer of (x) all or substantially all of the Facility assets or (y) equity of Seller; provided that this sentence shall not permit any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition Seller Party or repair in the Ordinary Course of Business) pursuant its Affiliates to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, abdicate this Agreement or any negotiations Ancillary Agreement or discussions related otherwise avoid its obligations to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesconsummate the Closing and the other transactions contemplated by this Agreement and the Ancillary Agreements.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries the Company and its and their respective directors, officers, employees, Affiliates and other agents and Representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any ownership interests of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Seller or any of its Subsidiaries the Company or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its knowledge, any other Agent. Seller and the Company shall, and shall cause their respective Representatives to, immediately cease and terminate any discussion, negotiation or other activity with any third party heretofore conducted by Seller, the Company, any of their respective Affiliates and any Agent of the foregoing with respect to any Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause its Subsidiaries directors, officers, employees, Affiliates and its other agents and their respective Representatives representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller . The Company shall promptly (and in any event within 48 hours) notify Buyer Parent orally and in writing, if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its Subsidiaries directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the terms and conditions of, any such Proposal, inquiry or any request, and shall include a description of their respective Representativesthe material terms of such proposal; provided, that in no event shall the Company be required to disclose the identity of the party making such Proposal.

Exclusivity. Seller agrees as follows: The Company will not, between the date hereof and ----------- the earlier to occur of (i) ninety (90) days from the Closing Date hereof and (ii) the consummation of a Permitted Transaction or a definitive agreement with respect to a Permitted Transaction (the "Restricted Period"), directly or ----------------- indirectly, through any officer, director, employee, agent, 5% stockholder, partner or otherwise, (a) Except solicit or initiate, or participate in discussions or negotiations with, or encourage the submission of bids, offers or proposals by (or commence negotiations with or provide any information to), any Person with respect to an acquisition of the Company, its business or assets, or any interest therein, other than Investor, or (b) provide any non-public information concerning the Company, its business or assets, to any Person, other than Investor, except for product developers, distributors, publishers and licensees under agreements with the Company entered into in the ordinary course of business consistent with past practices, and except for the Company's lender. Notwithstanding the foregoing, the Company may entertain a written unsolicited bid or proposal from, and provide non-public information to, any party who delivers such a written bid or proposal with respect to an acquisition of the Company, its business or assets, but only if and so long as the Board determines in good faith by a majority vote (with the written concurring and concurrent advice from outside legal counsel) that failing to entertain such written bid or proposal would constitute a breach of the fiduciary duties of the Board under applicable law. The Company shall notify Investor in writing promptly upon receipt of any bids, offers or proposals received, written or oral. The Company further agrees that it will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers from other parties with respect to the transactions contemplated by this Asset Purchase AgreementCompany, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage business or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromassets, or any negotiations interest therein. The Company shall not commence any proceeding to merge, consolidate, liquidate or discussions related dissolve the Company or obligate itself to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesdo so.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the Closing, the Seller agrees that it will Company shall not, and it will shall cause its Subsidiaries Affiliates, and its and their respective Representatives officers, trustees, employees, brokers, finders, financial advisors, investment bankers, directors, representatives and agents (collectively, “Representatives”) not toto (a) solicit, (i) initiate, solicitencourage, facilitate, seek, knowingly encourage facilitate (including by way of furnishing any non-public information or induce, directly providing assistance or indirectly, access to properties or assets) any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders the Company’s stockholders) (i) relating to any (A) debt or equity financing of the Company or any of themits Subsidiaries, or (B) from acquisition or purchase of all or any Person portion (other than Buyer ordinary course sales of products or immaterial assets) of the assets of the Company or any of its Subsidiaries (including any license, sale, disposition or other transaction involving or relating to any asset or right, including intellectual property assets or rights), (ii) to enter into any business combination, equity or debt financing with the Company or any Subsidiary of the Company, (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary of the Company, or (iv) relating to any acquisition or purchase of all or a portion of the outstanding capital stock or other securities of the Company (any of the transactions described in this clause (a) being referred to herein as an “Alternative Transaction”), (b) knowingly participate in or enter into any discussions, conversations, negotiations or other communications regarding, furnish to any other Person any information with respect to, or cooperate with or encourage any effort or attempt by any other Person to seek to do, any of the foregoing, (c) grant any person any waiver or release under any standstill or similar agreement with respect to the sale or disposition any class of (x) all or substantially all securities of the Facility Company or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)Subsidiary, or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iiid) enter into any agreement, arrangement, understanding, term sheet or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except letter of intent with respect to any of the transaction contemplated herein, Seller shall immediately cease and terminateforegoing. The Company shall, and it shall cause its Subsidiaries Affiliates and its and their respective Representatives to, immediately to cease and terminateterminate any and all existing discussions, any existing activitiesconversations, including discussions or negotiations and other communications with any parties and all Persons conducted heretofore with respect to any Proposal. (c) Seller of the foregoing, in each case, other than the transactions contemplated by this Agreement. The Company shall notify the Investor promptly notify Buyer if any inquiriessuch approach, proposals proposal or offers related to a Proposal are received by, any confidential information or data is requested fromoffer, or any negotiations inquiry or discussions related contact with any Person with respect thereto, is made and shall, in any such notice to a Proposal are sought the Investor, indicate in reasonable detail the identity of the Person making such approach, proposal, offer, inquiry or contact and the terms and conditions of such approach, proposal, offer, inquiry or contact. To the extent that the Closing does not occur, and the Company enters into any Alternative Transaction with any Person other than Investor during the period starting on the date hereof through the date that is twelve (12) months following the termination of this Agreement in accordance with Article VIII, the Company shall pay Investor an aggregate amount equal to be initiated or continued with(i) $12,500,000 as liquidated damages, it or any of its Subsidiaries or any of their respective Representativesplus (ii) all Investor Expenses (such aggregate amount, the “Company Fee”).

Exclusivity. Seller agrees as follows: (a) Except In consideration of the expenditure of time, effort and expense to be undertaken by Purchaser in connection with respect the preparation of this Agreement and the other Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Company agrees that, prior to the transactions contemplated by this Asset Purchase AgreementTermination Date, neither it, any of the Seller agrees that it will notSubsidiaries, and it will cause its Subsidiaries and its and any of their respective Representatives not toAffiliates, (i) initiatenor any of the respective directors, solicitofficers, facilitateemployees, seek, knowingly encourage agents or inducerepresentatives of any of the foregoing will, directly or indirectly: (i) continue, solicit, initiate, facilitate or encourage any inquiries or the making or implementation of any proposal with respect to (A) the sale or offer (including, without limitation, any proposal or offer to its stockholders issuance by the Company or any Subsidiary of them) from any Common Stock, Preferred Stock or other Equity Securities of the Company or any Subsidiary to any Person other than Buyer with respect to the Purchaser or (B) any merger, consolidation, sale or disposition of (x) all or substantially all of the Facility assets of the Company and the Subsidiaries taken as a whole, or (y) other business combination involving the Company or any material Purchased Assts located at the Facility (Subsidiary and any other Person other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair Purchaser (any of the transactions described in the Ordinary Course of Businessforegoing subparagraphs (A) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction and (any such proposal or offer B) being hereinafter referred to as a “Proposal”"Competing Transaction"), or ; (ii) negotiate, explore or otherwise engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, with any Person relating other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to a Proposal or proposal for a Competing Transaction; (iii) enter into any agreement, arrangement or consummate understanding either with respect to a Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; or (iv) provide any information to any Person which may reasonably be expected to solicit, initiate, facilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the conduct or activities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) in response to an unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other than Purchaser, a Disclosed Competing Party or an Undisclosed Competing Party (any such Person, a "New Competing Party"), (aa) furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement concerning the Company and the Subsidiaries, (bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and (cc) entering into any agreement, arrangement or understanding with any Person relating such New Competing Party with respect to a ProposalCompeting Transaction with such New Competing Party. (b) Except with respect to The Company agrees that, as of the transaction contemplated hereindate hereof, Seller it, the Subsidiaries, their respective Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties conducted heretofore party (other than any Disclosed Competing Party) with respect to any Proposal. Competing Transaction. The Company agrees to promptly advise Purchaser in writing of the existence of (ci) Seller shall promptly notify Buyer if any inquiries, inquiries or proposals (or offers related desire to make a Proposal are proposal) received byby (or indicated to), any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it the Company, the Subsidiaries, their respective Affiliates, or any of its Subsidiaries the respective directors, officers, employees, agents or representatives of the foregoing, in each case from any party (including, without limitation, any Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to a Competing Transaction, and (ii) the terms thereof, including the identity of such party (and any other real party in interest, including the direct and indirect owners of such party). (c) The Company agrees, without limitation of its obligations, that any violation of this Section 6.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Company, the Subsidiaries and their respective RepresentativesAffiliates, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.1 by the Company. (d) Nothing in this Agreement shall prevent the Company and the board of directors of the Company from complying with Rule 14e-2 under the Exchange Act, or issuing a communication meeting the requirements of Rule 14d-9(e) under the Exchange Act, with respect to any tender offer or otherwise prohibit the Company from making any public disclosures required by law or the requirements of the New York Stock Exchange (provided, whenever practicable, the Company first consults with Purchaser concerning the timing and content of such disclosure), provided, however, that the Company may not, except as permitted by Section 6.4(e), withdraw or modify its position with respect to the Proxy Proposals or approve or recommend a Competing Transaction.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller agrees that it will Parties shall not, and it will shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, initiate or knowingly encourage or induce, directly or indirectly, any inquiries or solicit the making or implementation submission of any proposal inquiries, proposals or offer offers that constitute or may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, as hereinafter defined) or engage in any proposal discussions or offer to its stockholders or any of them) from any Person other than Buyer negotiations with respect to the sale thereto or disposition of (x) all otherwise knowingly cooperate with or substantially all of the Facility knowingly assist or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition participate in, or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (knowingly facilitate any such proposal inquiries, proposals, discussions or offer being hereinafter referred to as a “Proposal”)negotiations, or (ii) engage in any negotiations concerningapprove or recommend, or provide publicly propose to approve or recommend, an Acquisition Proposal or enter into any confidential information or data tomerger agreement, letter of intent, agreement in principle, stock purchase agreement, asset purchase agreement, license agreement, or have any substantive discussions withstock exchange agreement, any Person option agreement or other similar agreement relating to a an Acquisition Proposal or (iii) enter into or consummate any agreement or understanding agreement in principle requiring Seller Parties to abandon, terminate or fail to consummate the Agreement or breach their obligations hereunder or propose or agree to do any of the foregoing. Seller Parties shall, and shall cause their Representatives to, immediately cease and take any solicitation, knowing encouragement, discussion or negotiation with any Person relating Persons conducted by Seller Parties or any of their Representatives prior to a the date of this Agreement with respect to any Acquisition Proposal. (b) Except with respect to the transaction contemplated hereinFor purposes of this Agreement, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, “Acquisition Proposal” means any existing activities, including discussions bona fide offer or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromproposal, or any negotiations indication of interest in making a bona fide offer or discussions related proposal, made by a Person or group at any time that is structured to permit such Person or group to acquire, in one transaction or a series of transactions, beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a whole, pursuant to a Proposal are sought to be initiated merger, consolidation or continued withother business combination, it sale of shares of capital stock, sale of assets, license of assets (including any Owned Intellectual Property) outside the ordinary course of business, tender offer or any of its Subsidiaries exchange offer or any of their respective Representativessimilar transaction, in each case other than the transactions contemplated hereby.

Exclusivity. Except for those planned dispositions of non-core assets publicly disclosed by Macrovision Corporation in its presentation to RiskMetrics Group representatives on April 8, 2008 publicly filed on April 8, 2008 (other than the disposition of assets contemplated as a result of this Agreement), Seller agrees as follows: shall not (and Seller shall cause its affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (a) Except submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its affiliates in connection with respect the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate (other than this Agreement or in connection with the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, ) any (i) initiatereorganization, solicitliquidation, facilitate, seek, knowingly encourage dissolution or induce, directly or indirectly, any inquiries recapitalization of solely the Network Business or the making Equity Interests, (ii) merger or implementation consolidation involving solely the Network Business or the Equity Interests, (iii) purchase or sale of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at assets of the Facility Company and its Subsidiaries used exclusively in the Network Business (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course ordinary course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”business), or (iiiv) engage similar transaction or business combination involving solely the Network Business or the Equity Interests (each of the foregoing transactions described in clauses (i) through (iv), a “Business Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any negotiations concerningother manner any effort or attempt by any Person (other than Buyer and its affiliates) to do or seek to do any of the foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Business Transaction. Seller represents and warrants that Seller and its affiliates have each ceased all discussions with all Persons (other than Buyer) regarding all of the foregoing, and that neither Seller nor any Seller’s officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the foregoing, other than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the receipt of any proposal, offer, inquiry or contact with respect to a Business Transaction and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any confidential information such proposal, inquiry or data contact. For the avoidance of doubt, this Section 7.3 shall not apply to, or have limit in any substantive discussions withway, the submission, solicitation, initiation, encouragement or discussion of proposals or offers from any Person relating to a Proposal Person, or (iii) enter the entry into or consummate any agreement or understanding with acceptance of any Person offer relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromto, or the consummation of (i) the direct or indirect acquisition or purchase of all or any negotiations portion of the capital stock or discussions related to a Proposal are sought to be initiated or continued with, it equity interests of Parent or any of its Subsidiaries or assets of Parent or any of their respective Representativesits Subsidiaries, (ii) any merger, consolidation or other business combination relating to Parent or any of its Subsidiaries, or (iii) a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to Parent or any of its Subsidiaries; provided, that any Person involved in a transaction covered by this paragraph shall agree in writing to be bound by the terms of this Agreement in connection with such transaction.

Exclusivity. Seller agrees as follows: (a) Except From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase Agreementits terms, the Seller agrees that it will Sellers, the Company and the Blocker shall not, and it will cause its Subsidiaries shall not permit any of their Affiliates or any of their or their Affiliates’ directors, managers, officers or employees to, and its and shall direct their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) initiate, solicit or knowingly facilitate or encourage any inquiries or the making or implementation of any proposal or offer (includingfrom any Person or group of Persons that may constitute, without limitationor would reasonably be expected to lead to, any proposal the direct or offer to its stockholders indirect acquisition of all or any significant part of themthe equity or the assets of the Company or any Company Subsidiary, whether by merger, purchase of equity interests, issuance of equity interests, purchase of assets, tender offer, loan or otherwise (each, an “Alternative Transaction”), (b) from engage in, enter into, continue or otherwise participate in any discussions or negotiations (other than solely to cause such discussions or negotiations to be terminated) with any Person or group of Persons (other than Buyer and its Affiliates and Representatives) with respect to an Alternative Transaction, or provide any non-public information or data concerning, the Blocker or the Company Group to any Person or group of Persons (other than Buyer and its Affiliates and Representatives) that Sellers, the Company or Blocker believe or should reasonably know would be used for purposes of formulating an inquiry relating to an Alternative Transaction, or (c) approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Alternative Transaction (other than with Buyer and its Affiliates and Representatives). Immediately upon execution of this Agreement, (i) the Sellers, Blocker and the Company shall, and shall direct their Representatives to, terminate any and all existing discussions or negotiations with any Person other than Buyer with respect and its Affiliates and Representatives regarding an Acquisition Transaction and (ii) the Company shall promptly request that each Person to which the Company has provided confidential information relating to the sale or disposition of (x) all or substantially all of Company and the Facility or (y) any material Purchased Assts located at the Facility Company Subsidiaries and has afforded access to, and engaged in discussions with, in connection with a proposed Alternative Transaction (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition Buyer and its Affiliates and Representatives), promptly return or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (destroy any such proposal or offer being hereinafter referred to as a “Proposal”)information (except for any such access that does not relate to, or (ii) engage and was not provided in any negotiations connection with discussions concerning, or provide any confidential information or data toa potential Alternative Transaction) in accordance with the terms of the confidentiality agreement such Person entered into with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalL.L.C. on behalf of the Company. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause its the Company Subsidiaries and its and their respective Representatives directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any Equity Securities of, the Company or any Company Subsidiary (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateCompany, any existing activities, including discussions Company Subsidiary or negotiations any Agent has provided any Person (other than Parent or the Company’s or Company Subsidiary’s Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer Parent immediately if any inquiries, proposals or offers related to a an Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its Subsidiaries Company Subsidiary or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its Knowledge, any other Agent. The Company shall immediately cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any Proposal or potential Proposal.

Exclusivity. Seller agrees as follows: (a) Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated by this Asset Purchase AgreementTransactions, the Seller Company agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, it will use its reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, and employees not to, and it shall direct its and the Subsidiaries’ Affiliates and other agents and representatives (iincluding any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders Stockholders or any of themthem individually) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any a Contract, agreement or understanding with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateCompany, any existing activities, including discussions of the Subsidiaries or negotiations any Agent has provided any Person (other than Buyer’s or the Company’s or the Subsidiaries’ Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its the Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.

Exclusivity. Seller agrees as follows: (a) Except During the period between January 20, 2016 and ending on the earlier of Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause its the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated hereinCompany, Seller shall immediately cease and terminate, and it shall cause any of its Subsidiaries and or any Agent has provided any Person (other than Buyer’s or the Company’s or its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations Subsidiaries’ Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, none of the Company, the Seller agrees that it will notStockholder nor any of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If Company or Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholder shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees Except as follows: disclosed in Section 6.16 of the Disclosure Letter (a) Except with respect to Restructuring), until consummation of the transactions contemplated by hereby or the termination of this Asset Purchase AgreementAgreement pursuant to Article VIII, none of the Seller agrees that it Sellers nor any of their respective Affiliates, or their respective representatives, officers, employees, directors or agents will not, (and it will the Sellers shall cause the Acquired Companies and its Subsidiaries and its and their respective Representatives not to) directly or indirectly, (i) initiatesubmit, solicit, facilitate, seek, knowingly encourage initiate or induce, directly or indirectly, any inquiries or the making or implementation of discuss any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect or enter into any agreement or accept any offer relating to the sale or disposition of any (xa) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution, equity investment or recapitalization of any of the Acquired Companies, the Subsidiaries or the Business, (b) merger or consolidation involving any of the Acquired Companies, the Subsidiaries and the Business, (c) purchase or sale of any assets or capital stock (other than a purchase or sale of inventory and equipment in the ordinary and usual course of business consistent with past practice) of any of the Acquired Companies or the Subsidiaries or (d) similar transaction or business combination involving any of the Acquired Companies, the Subsidiaries, the Business and the assets of any of them (any such proposal other than purchases or offer being hereinafter referred to as a “Proposal”sales of inventory and equipment in the ordinary and usual course of business consistent with past practice) (each of the foregoing actions described in clauses (a) through (d), a "Company Transaction") or (ii) engage furnish any information with respect to, assist or participate in or facilitate in any negotiations concerningother manner any effort or attempt by any Person to do or seek to do any of the foregoing. The Sellers agree to notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except contact with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposala Company Transaction. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees The Blass Parties agree that neither it will notnor any of their respective officers and directors shall, and it will that each Blass Party shall use commercially reasonable best efforts to cause its Subsidiaries employees, agents and its representatives (including any investment banker, attorney or accountant retained by it) not to (and their respective Representatives shall not authorize any of them to, ) directly or indirectly: (i) initiate, solicit, facilitate, seekinitiate, knowingly encourage or induceknowingly facilitate any inquiries with respect to, directly or indirectlythe making, submission or announcement of, any inquiries offer or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person (other than Buyer or Parent) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities, business combination, or other takeover or business combination transaction involving any Company (an “Acquisition Proposal”); (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or otherwise cooperate in any respect with, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to the sale any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or disposition of (x) all or substantially all of the Facility recommend any Acquisition Proposal; or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iiiv) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with commitment contemplating any Person relating to a Proposal. (b) Except with respect to the Acquisition Proposal or transaction contemplated herein, Seller shall thereby. The Companies and the Stockholders will immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Parent and each Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase AgreementAgreement and the Ancillary Agreements, the Parent and each Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets of the Business (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal, (iii) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiiiv) enter into or consummate any agreement or understanding with any Person person relating to a Proposal. (b) Except with respect to the transaction transactions contemplated hereinherein and in the Ancillary Agreements, Parent and each Seller shall immediately cease and terminate, and it each shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) The Seller Representative shall promptly notify Buyer if Purchaser upon receipt of any inquirieswritten Proposal; provided, proposals or offers related that the Seller Representative shall have no obligation to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related provide such notice to a Proposal are sought to be initiated or continued with, it the extent the Seller Representative or any of its Subsidiaries are prohibited by a confidentiality or any of their respective Representativesnon-disclosure agreement entered into prior to the date hereof.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will notno Stockholder and none of their affiliates shall, and it will each of them shall cause its Subsidiaries and its the Company and their respective Representatives employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders Stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then the Stockholders shall promptly request the immediate return thereof. The Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related relating to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 7.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, 11.2 or any of their respective Representatives11.3.

Exclusivity. Seller agrees as follows: (ai) Except In consideration of Arcade entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, (1) Palmosa and TDB will cease, and will cause their Affiliates and their respective employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions with any Third Party with respect to any Acquisition Proposal and (2) prior to any termination of this Agreement as set forth in Section 10 hereto, Palmosa and TDB will not engage in or continue any Solicitation or take any action to authorize or permit any of the foregoing to engage in or continue any Solicitation. Each of the Palmosa and TDB hereby represents that it is not now engaged in discussions or negotiations with any other party other than Arcade with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any shares of capital stock in Palmosa, TDB and/or the Shipco SPVs, (B) a merger, consolidation, sale of a substantial portion of the assets or any similar transaction or business combination involving Palmosa, TDB, the Shipco SPVs and/or the Vessels, (C) any other transaction involving TDB or any of its securities or assets that would have an effect similar to the transactions described in (A) or (B), or (D) any other transaction that would defeat the intent of this Agreement, excluding, without limitation, any recapitalization or financing necessary in the ordinary course of its business. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations with, or furnishes any information to, any Person (other than Arcade or any agent, affiliate, representative or other designee of Arcade), with respect to any Acquisition Proposal, other than discussions among Palmosa and Tsakos in furtherance of the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: From the date of this Agreement through the Closing Date or the date of termination of this Agreement pursuant to Section 10.1 (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementwhichever first occurs), the Seller agrees that it will Company, its Subsidiary, and each Shareholder shall not, and it will shall cause the officers, directors, managers, employees, consultants, advisors, representatives, agents, lenders, and Affiliates (collectively “Agents”) of the Company and each Shareholder (including the Subsidiary of the Company) not to, directly or indirectly, discuss, pursue, solicit, initiate or otherwise enter into or engage in any discussions, agreements or other arrangements regarding, a possible sale or other disposition (whether by sale, merger, share exchange, reorganization, recapitalization, share issuance, exclusive license, or otherwise) of all or any of the share capital or assets of the Company or any Subsidiary of the Company with any Person other than Buyer or its Subsidiaries Affiliates (an “Acquisition Proposal”) or provide any information to any third party other than information which has traditionally been provided in the Ordinary Course of Business of the Company and its and Subsidiary to third parties where none of the Company or its Affiliates or any of their respective Representatives not Agents have reason to believe that such information may be utilized to Table of Contents evaluate any such Acquisition Proposal or other possible sale or disposition. The Company, its Subsidiary, and each Shareholder shall, and shall cause the their respective Agents to, (i) initiateimmediately cease and cause to be terminated any and all contacts, solicit, facilitate, seek, knowingly encourage discussions and negotiations with third parties regarding any Acquisition Proposal or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the possible sale or disposition of (x) all the Company or substantially all any Subsidiary of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a mergerCompany, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or and (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or promptly (iiiwithin two (2) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (bBusiness Days) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromAcquisition Proposal, or any negotiations inquiry or discussions related to a Proposal are sought to be initiated contact with any Person with respect thereto, is subsequently made after the date hereof and the material terms thereof (including the identity of the third party or continued with, it third parties and the specific material terms discussed or any of its Subsidiaries or any of their respective Representativesproposed).

Exclusivity. Seller agrees During the Interim Period, except as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementotherwise provided herein, the Seller agrees that it will Company shall not, and it will shall cause its the Company Subsidiaries and its and their respective Affiliates and Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries solicit, initiate, knowingly encourage or assist, or respond to the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer relating, with respect to the sale Company or disposition any of the Company Subsidiaries, to any (xi) liquidation, dissolution or recapitalization, (ii) merger or consolidation, (iii) acquisition or purchase of all or substantially all a significant portion of the Facility assets of, or any equity interest in, the Company or any of the Company Subsidiaries or (yiv) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction or business combination (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Transaction”), or (ii) engage nor participate in any or continue any ongoing discussions or negotiations concerningregarding, or provide furnish to any confidential other Person any information or data with respect to, or have otherwise cooperate in any substantive discussions way with, or assist or participate in, or knowingly facilitate or encourage, any effort or attempt by any Person relating to pursue or effect a Proposal Competing Transaction or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except Contract with respect to the transaction contemplated herein, Seller shall immediately cease and terminatea Competing Transaction. The Company shall, and it shall cause its instruct the Company Subsidiaries and all Representatives and Affiliates acting on its and their respective Representatives behalves to immediately to cease and terminate, any existing activities, including discussions or and negotiations with any parties conducted heretofore Persons with respect to any Proposal. of the foregoing. Immediately upon the commencement of the Interim Period, the Company shall instruct each Person (cother than CryoLife, Parent, Buyer and their Representatives) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any in possession of confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it about the Company or any of its the Company Subsidiaries that was furnished pursuant to a confidentiality Contract within the prior twelve (12) months in connection with any actual or potential Competing Transaction or other proposal by such Person to acquire the Company or any of their respective Representativesthe Company Subsidiaries (or any portion thereof) to promptly return or destroy all such information, subject to the terms of such confidentiality Contract.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it will notCompany shall not take, and it will cause nor shall the Company permit any of its Subsidiaries and its and their respective Affiliates or Representatives not toto take, whether directly or indirectly, (i) initiate, any action to solicit, facilitateinitiate or engage in discussions or negotiations with, seekor enter into any agreement with, knowingly encourage or induceencourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to Person (other than the Company, its stockholders or any of themtheir respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) from any Person other than Buyer with respect to the sale or disposition Company, its shareholders and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of (x) all or substantially all this Agreement and the other Transaction Agreements and the consummation of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course Transactions shall not be deemed a violation of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”this Section 8.03(b), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate. SPAC shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, an Alternate Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except In consideration of the substantial expenditures of time and expense to be undertaken by Buyer in connection with respect to the consummation of the transactions contemplated by this Asset Purchase Agreement, for a period ending on the earlier of (a) December 31, 2021, (b) the Closing Date, and (c) the termination of this Agreement Seller agrees that it will shall deal exclusively with Buyer with respect to the sale of the Assets or the Business. In addition, during such time period, Seller shall not, and it will cause shall direct its Subsidiaries officers, directors, financial advisors, accountants, attorneys, and its and their respective Representatives other Affiliates (collectively, together with Seller, the "Selling Group") not to, to (ia) initiate, solicit, facilitate, seek, knowingly encourage solicit submission of proposals or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) offers from any Person other than Buyer (or their Affiliates) relating to any acquisition or purchase of all or any substantial part of the Refinery, the sale or issuance of any equity interests of Seller or any entity formed by Seller or any Affiliate thereof to which any of the equity interests or any assets or properties of the Business may be contributed, or any merger or consolidation of any Seller or of any entity formed by the Seller or its Affiliates to which any assets or properties of the Business may be contributed (each an "Acquisition Proposal"), (b) participate in any discussions or negotiations regarding, or furnish any information to any Person other than Buyer (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyer, or (c) enter into any agreement or understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby. Seller agrees to (w) notify Buyer immediately if any member of the Selling Group receives any indication of interest, request for information, or offer in respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above, Seller represents that no member of the Selling Group is a party to or bound by any agreement with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (an Acquisition Proposal other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalunder this Agreement. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees Except as follows: set forth on a schedule attached as EXHIBIT J, the Company shall not prior to the Second Closing Date (nor will it permit any of its officers, directors, agents, representatives or affiliates to) directly or indirectly take any of the following actions with any party other than the Purchaser and its designees: (a) Except solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to, any offer or proposal to acquire any equity interest in the Company, any assets of the Company, or any license to the Company's technology whether by merger, purchase of shares, purchase of assets, tender offer or otherwise; (b) disclose any information not customarily disclosed to any person concerning its business and properties or afford to any person or entity access to its properties, books or records, except in the ordinary course of business; (c) enter into or execute any stock purchase agreement, investment agreement, license agreement, plan or reorganization, merger agreement, or other agreement calling for the acquisition of any equity interests in the Company, any assets of the Company, or any license to the Company's technology; (d) make or authorize any public statement, recommendation or solicitation with respect to any tender offer, merger, purchase of assets or any offer or proposal relating to the foregoing other than with respect to the transactions contemplated Purchaser's investment in the Company and the Redemption; or (e) except as otherwise permitted by this Asset Purchase Agreementthe foregoing, assist or cooperate with any person (other than employees with respect to equity incentive arrangements) to make any proposal to purchase all or any part of the Seller agrees that it will notcapital stock or assets of the Company, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage other than inventory or induceassets in the ordinary course of business. In the event the Company shall receive any offer or proposal, directly or indirectly, any inquiries of the type referred to in clause (a) or the making or implementation of any proposal or offer (includingc) above, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale request for disclosure or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) access pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. clause (b) Except above, it shall immediately, and prior to taking any action in response thereto, inform the Purchase as to all material facts concerning any such offer or proposal and will thereafter cooperate with respect the Purchaser by continuing to furnish to the transaction contemplated herein, Seller shall immediately cease and terminate, and Purchaser any additional information it shall cause its Subsidiaries and its and their respective Representatives immediately may at any time request. The Purchaser hereby consents to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalthe Redemption. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller The Company agrees as follows: (a) Except with respect to that between the transactions contemplated by date of this Asset Purchase Agreement and the earlier of the Closing and the termination of this Agreement, the Seller agrees that it will Company shall not, and it will cause shall take all action necessary to ensure that none of its Subsidiaries and or any of the Affiliates or Representatives of the Company or any of its and their respective Representatives not toSubsidiaries, (i) solicit, initiate, solicitconsider, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of accept any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), constitutes an Acquisition Proposal or (ii) engage participate in any discussions, conversations, negotiations concerningor other communications regarding, or provide furnish to any confidential other Person information or data with respect to, or have any substantive discussions withotherwise cooperate, assist or participate in, facilitate or encourage the submission of, any Person relating proposal that constitutes, or could reasonably be expected to a Proposal or (iii) enter into or consummate any agreement or understanding lead to, an Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties Persons conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals by the Company or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesAffiliates and Representatives with respect to any of the foregoing. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Acquiror. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger): (A) any direct or indirect acquisition or purchase of the capital stock of the Company or any of its Subsidiaries or all or substantially all of assets of the Company or any of its Subsidiaries, (B) any merger, consolidation or other business combination relating to the Company or any of its Subsidiaries or (C) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries.

Exclusivity. Seller agrees as follows: Until the earlier of (ax) Except with respect to 5:00 p.m. New York City time on February 5, 2019 or (y) the transactions contemplated by this Asset Purchase Agreementexecution of definitive documentation regarding the Transaction (such period of time, the Seller agrees that it "Exclusivity Period"), neither the Company nor the Shareholders will, nor will not, and it will cause its Subsidiaries and its and any of them authorize or permit any of their respective Representatives not (as defined below) to, directly or indirectly, (i) initiate, solicit, facilitateor take any action to knowingly facilitate or encourage any inquiries, seekdiscussions, knowingly encourage proposals or induceoffers that may constitute, directly or indirectlycould reasonably be expected to result in, an Alternative Transaction (as defined below), (ii) continue, propose, enter into, engage in or otherwise participate in any inquiries negotiations or the making discussions with any person or implementation group of any proposal or offer persons (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer Scorpio and its Representatives) regarding an Alternative Transaction, other than to notify such person or group of persons that such Party is contractually bound to forego any such discussions or negotiations, (iii) furnish any non-public information relating to or in connection with or afford access to the assets, business, properties, books or records or Representatives of the Company or its subsidiaries and other affiliates to any person or group of persons with respect to the sale inquiries, discussions, proposals or disposition of (x) all offers that constitute, or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant could reasonably be expected to a mergerresult in, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)an Alternative Transaction, or (iiiv) engage in authorize, recommend, endorse, propose or enter into any negotiations concerningconfidentiality agreement, term sheet, letter of intent, purchase agreement or provide any confidential information other agreement, arrangement or data to, or have any substantive discussions with, any Person understanding relating to a Proposal or an Alternative Transaction. Immediately upon execution of this Agreement, (iiia) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinCompany, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its the Shareholders and their respective Representatives immediately to shall cease and terminatecause any solicitations, any existing activities, including discussions or negotiations with any parties conducted heretofore person or group of persons (other than with Scorpio and its Representatives) that may be ongoing with respect to an Alternative Transaction to be terminated and (b) refrain from extending any Proposal. (c) Seller shall data-room or other due diligence, including any document related, access to any person in connection with an Alternative Transaction. If during the Exclusivity Period the Company or a Shareholder receives an offer or expression of interest concerning an Alternative Transaction, the receiving Party will promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the other Parties in writing. The Company and the Shareholders represent that neither it or nor any of its Subsidiaries affiliates is party to or bound by any of their respective Representativesagreement with respect to an Alternative Transaction other than under this Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller The Company covenants and agrees that it will not, and it will cause neither the Company nor anyone acting on its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducebehalf is currently involved, directly or indirectly, in any inquiries activity which is intended to, nor for so long as this Agreement is in effect, shall the Company or the making anyone acting on its behalf, directly or implementation of indirectly, (a) encourage, solicit, initiate or participate in discussions or negotiations with, or provide any proposal information to or offer (includingcooperate in any manner with any Person, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale Merger Sub or disposition of its Affiliates (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a collectively “ProposalExcluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any of the Company’s assets (iiother than Inventory in the ordinary course of business), the Shares or any capital stock or other securities of the Company, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Company’s assets (other than Inventory in the ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (c) consummate any such transaction or accept any offer or agree to engage in any negotiations concerningsuch transaction. The Company shall promptly (within 24 hours) communicate to the Merger Sub the terms of any proposal, contract or provide sale which it may receive in respect of any confidential of the foregoing and respond to any such communication in a manner reasonably acceptable to the Merger Sub. The notice of the Company under this Section 6.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to thereto as the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any ProposalMerger Sub may reasonably request. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect From the date of this Agreement through the first to occur of the transactions contemplated by Closing Date or the termination of this Asset Purchase Agreement, Seller and the Seller agrees that it will Company shall not, and it will shall cause its Subsidiaries and its and their respective Representatives officers, directors, employees, advisors and other agents not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit, initiate, encourage, facilitate (including by way of providing information) or induce any inquiries inquiry, proposal or offer with respect to, or the making or implementation of any proposal or offer (including, without limitationcompletion of, any proposal Acquisition Proposal, (ii) enter into, continue or offer otherwise participate in any discussions or negotiations regarding, or furnish to its stockholders or any of them) from any Person other than Buyer any confidential or nonpublic information with respect to the sale or disposition of in connection with, an Acquisition Proposal, (xiii) all approve, endorse or substantially all of the Facility recommend, or propose to approve, endorse or recommend any Acquisition Proposal or any agreement related thereto, (yiv) enter into any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition agreement contemplating or repair in the Ordinary Course of Business) pursuant otherwise relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Acquisition Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iiiv) enter into or consummate any agreement or understanding with any Person relating agreement in principle requiring, directly or indirectly, Seller or the Company to a Proposalabandon, terminate or fail to consummate the transactions contemplated hereby. (b) Except with respect As promptly as practicable following receipt of any Acquisition Proposal or any request for nonpublic information or inquiry that would reasonably be expected to the transaction contemplated hereinlead to any Acquisition Proposal, Seller and the Company shall immediately cease (i) advise Purchaser in writing of the receipt of such Acquisition Proposal, request or inquiry and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, (ii) keep Purchaser promptly apprised of any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalrelated developments on a current basis. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to Until the transactions contemplated by earlier occurs of the Closing or the termination of this Asset Purchase Agreement, none of the Seller agrees that it will notSeller, and it will cause its Subsidiaries and its and any Acquired Company, nor any of their respective Representatives not todirectors, officers, employees, agents, representatives, shareholders or Affiliates (icollectively, the "Company Group") shall initiate, solicit, facilitateentertain, seeknegotiate, knowingly encourage accept or inducediscuss, directly or indirectly, any or encourage inquiries or the making proposals (each, an "Acquisition Proposal") with respect to, or implementation of furnish any proposal information relating to or offer (includingparticipate in any negotiations or discussions concerning, without limitationor enter into any agreement with respect to, any proposal acquisition or offer to its stockholders purchase of all or a substantial portion of the business, assets, properties, capital stock or capital stock equivalents of the Company or any of them) from any Person other than Buyer with respect to the sale or disposition of its Subsidiaries (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a "Potential Sale"), whether by merger, acquisitioncombination, consolidationsale of stock, sale of assets, recapitalization, liquidation, dissolution, equity investment or similar transaction otherwise (any such proposal or offer being hereinafter referred to as a “Proposal”an "Acquisition"), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into any agreement, arrangement or undertaking requiring it to abandon, terminate or fail to consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinby this Agreement. The Seller and the Company shall, Seller and shall cause each other member of the Company Group to, immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties parties, other than Buyer, conducted heretofore prior to the EXECUTION COPY date hereof with respect to any Acquisition Proposal. . The Company shall (ci) Seller shall promptly notify immediately inform Buyer if of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith and (ii) inform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or offers related its potential financing sources). The Seller and the Company represent that each is not a party to a or bound by any agreement with respect to an Acquisition Proposal are received byother than under this Agreement. Each of the Seller and the Company shall cause its officers, directors, agents and advisors to comply with the provisions of this Section 5.8. Notwithstanding the foregoing, Seller and Company shall not be prohibited by this Section 5.8 from participating in negotiations to sell the Ashland Facility; provided that the Company shall keep the Buyer duly apprised of all such negotiations or transactions and provide Buyer with any confidential such information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesdetails regarding such transaction as Buyer shall reasonably request.

Exclusivity. Seller agrees as follows: From immediately after the execution and delivery of this Agreement and through the Closing (a) Except with respect or the earlier termination of this Agreement pursuant to ARTICLE VIII), neither the transactions contemplated by this Asset Purchase AgreementCompany, the Seller agrees that it will notRepresentative nor their respective Affiliates will, and it will cause its Subsidiaries and its nor shall they authorize or permit any of their directors, partners, officers, managers, employees, agents or Advisors to, directly or indirectly (i) take any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to any Person (other than Buyer, Merger Sub and their respective Representatives not toAdvisors acting in such capacity) concerning any merger or recapitalization involving the Company or its Subsidiaries, (i) initiate, solicit, facilitate, seek, knowingly encourage sale of the Capital Stock or induce, directly other equity interests of the Company or indirectlyits Subsidiaries, any inquiries or the making or implementation sale of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility assets or (y) any material Purchased Assts located at equity interests of the Facility Company or its Subsidiaries or similar transaction involving the Company or its Subsidiaries (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course ordinary course of Businessbusiness) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “ProposalAcquisition Transaction”), or (ii) engage in enter into any negotiations concerningunderstanding or agreement regarding an Acquisition Transaction, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into otherwise cooperate with, assist, participate in, facilitate or consummate otherwise encourage any agreement effort or understanding with attempt by any Person relating to pursue an Acquisition Transaction or to effect a Proposal. (b) Except transaction inconsistent with respect to the transaction contemplated herein, Seller shall immediately cease and terminateTransaction. The Company will, and it shall will cause its Subsidiaries and its and their respective Representatives officers, directors, and Advisors to (to the extent they have not already done so) (x) immediately to cease terminate any and terminate, all negotiations or discussions with any existing activitiesthird party regarding any proposal concerning an Acquisition Transaction, including discussions or negotiations with any parties conducted heretofore with respect access to any Proposal. online or other datasites, and (cy) Seller shall promptly notify Buyer if in writing of any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, proposal concerning an Acquisition Transaction it or any of its Subsidiaries Affiliates or any of their respective Representativesofficer, director, manager, employee, agent or representative thereof receives on or after the date hereof.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notPartnership nor Partner and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without 41 limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Partnership (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction acquisition of the Partnership Interests contemplated hereinhereby. If the Partnership or any Partner, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Partnership and the Partners shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees From the date of this Agreement until the earlier to occur of the Closing or such time as follows: (a) Except with respect this Agreement is terminated pursuant to the transactions contemplated by this Asset Purchase AgreementSection 7.3, the Seller agrees that it will Parties shall not, and it will shall cause its Subsidiaries the directors, members, managers, officers, employees, representatives and its agents of the Seller and their respective Representatives the Paragon Companies not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, or consider the making or implementation merits of any proposal inquiries or offer (including, without limitationproposals from, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent Purchaser and its agents) relating to any merger, consolidation, business combination or similar transaction involving the Seller or any Paragon Company, or the sale of the business or assets in good working condition of the Seller or repair any Paragon Company (excluding the sale of Inventory in the Ordinary Course of Business) pursuant to a merger), acquisition, consolidation, recapitalization, liquidation, dissolution, or the sale of the Capital Stock or any equity investment or similar transaction interest in any of the other Paragon Companies (any such proposal or offer being hereinafter referred to as a an “Acquisition Proposal”), or (ii) engage knowingly hold or participate in any negotiations concerning, or provide discussions or enter into any confidential information or data to, or have any substantive discussions with, agreements with any Person relating to a Proposal concerning an Acquisition Proposal; or (iii) enter into knowingly deliver or consummate any agreement or understanding with make available to any Person relating to a Proposal. (b) Except any non-public information with respect to the transaction contemplated hereinto, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes an Acquisition Proposal. The Seller shall immediately cease and terminatewill cease, and it shall will cause its Subsidiaries to cease, and will instruct, and will cause its and Subsidiaries to instruct their respective Representatives immediately to cease cease, and terminate, cause to be terminated any and all existing activities, including discussions or negotiations with any parties Persons conducted heretofore prior to or on the date hereof with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect Subject to Section 5.3(b) hereof, until the transactions contemplated by earlier to occur of the Closing Date and the date of termination of this Asset Purchase AgreementAgreement pursuant to Section 8.1, no Seller nor any of its officers, directors, employees, Affiliates, agents or other representatives nor the Seller agrees that it will not, Company (in its capacity as the sole shareholder of BHP and it will cause its Subsidiaries and its and their respective Representatives not to, (iHCI) initiate, solicit, facilitate, seek, knowingly encourage or induceshall, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or take any of themthe following actions: (i) from solicit, encourage, initiate, entertain, accept receipt of, review or encourage any Person other than Buyer with respect to the sale proposals or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)offers from, or (ii) participate in or conduct discussions with or participate or engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to the acquisition of any Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business (including, but not limited to, any acquisition structured as a Proposal merger, consolidation, share exchange, purchase or otherwise) (in each case, a "Harv▇▇ ▇▇▇e Transaction"), (ii) provide information with respect to any Seller, any Affiliate of any Seller, the Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business to any Person, other than to Purchaser, relating to (or which any Seller believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any Harv▇▇ ▇▇▇e Transaction, (iii) agree to enter into or consummate any contract, agreement or understanding other arrangement with any Person, other than Purchaser, providing for, or approve, a Harv▇▇ ▇▇▇e Transaction, (iv) make or authorize any statement, recommendation, solicitation or endorsement in support of any Harv▇▇ ▇▇▇e Transaction other than by Purchaser, or (v) authorize or permit any of Sellers' or their Affiliates' officers, directors, employees, shareholders or other agents to take any such action. The Board of Directors of each Seller shall not fail to recommend, or withdraw, modify or change in any manner adverse to Purchaser its approval or recommendation of, this Agreement, the Acquisition or the other transactions contemplated hereby, or resolve to take any of the foregoing actions. In addition, if any Seller or any Affiliate of Sellers receives any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person relating with respect to, a Harv▇▇ ▇▇▇e Transaction, such Seller shall immediately notify such offeror that the Company has entered into an exclusive sales agreement and cannot negotiate any offers for sale and such Seller shall also notify Purchaser thereof and provide Purchaser with the details thereof, including the identity of the Person or Persons making such offer or proposal, and shall keep Purchaser fully informed on a current basis of the status and details of any such offer or proposal. This Section 5.3(a) shall not apply to a Proposalany proposals or offers from third parties with respect to (i) the sale of the capital stock or assets of PM Entertainment or its subsidiaries or (ii) the sale of the capital stock of the Company, provided that in any such sale the purchaser therein shall expressly agree to honor this Agreement, and vote in favor thereof if necessary. (b) Except with respect Nothing contained in this Section 5.3 shall prevent the Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the transaction contemplated hereinshareholders of the Company a bona fide Harv▇▇ ▇▇▇e Transaction not solicited in violation of this Agreement, Seller provided that the Board of Directors of the Company determines in good faith, upon advice of outside counsel, that it is required to do so in order to discharge properly its fiduciary duties. Nothing contained in this Section 5.3 shall immediately cease and terminateprohibit the Board of Directors of the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer. If the Board of Directors of the Company receives a request for material nonpublic information by a Person who makes, or indicates that it is considering making, an offer of a bona fide Harv▇▇ ▇▇▇e Transaction, and the Board of Directors determines in good faith and upon the advice of outside counsel that it shall is required to cause its Subsidiaries the Company to act as provided in this Section 5.3(b) in order to discharge properly the directors' fiduciary duties, then, provided such Person has executed a confidentiality agreement substantially similar to the one then in effect between the Company and its and their respective Representatives immediately Purchaser, the Company may provide such Person with access to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalinformation regarding the Company. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as followsThe Target and each of the Sellers: (ai) Except shall terminate immediately, and shall cause all of the Representatives of the Target and each Seller to terminate immediately, any existing solicitations, encouragements, discussions or negotiations with any person or entity other than Buyer, its Affiliates and Representatives, with respect to any proposed, potential or contemplated Competing Transaction (as defined below); and (ii) shall not, and shall cause each of its Representatives not to, nor shall it authorize or permit any of its or its Representatives to, in each case except with respect to Buyer, its Affiliates or Representatives: (A) solicit, initiate or knowingly facilitate or encourage the making by any person or entity of any proposal, offer or inquiry that constitutes, or could reasonably be expected to lead to, a proposal for any potential acquisition of any capital stock or any material portion of the assets of Target , whether pursuant to a sale of assets, sale of stock, merger, consolidation, reorganization, recapitalization or otherwise, which could materially restrict or delay the transactions contemplated by this Asset Purchase AgreementAgreement (in each case, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Transaction”), or (iiB) engage participate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore person or entity regarding, or furnish or disclose to any person or entity any information (including Proprietary and Confidential Information) with respect to, or in furtherance of, or take any other action knowingly to facilitate any inquiries from any person or entity with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromCompeting Transaction, or (C) execute or enter into any negotiations agreement, understanding or discussions related arrangement, including (whether legally binding or not) any letter of intent, memorandum of understanding or similar agreement, with any person or entity with respect to a Proposal are sought any Competing Transaction, or approve or recommend or propose to be initiated approve or continued with, it recommend any Competing Transaction or any agreement, understanding or arrangement, including (whether legally binding or not) any letter of its Subsidiaries intent, memorandum of understanding or similar agreement, relating to any Competing Transaction (or resolve or authorize or propose to agree to take any of their respective Representativesthe foregoing actions).

Exclusivity. Seller agrees as follows: (a) Except with respect to Until the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, earlier of (i) initiatethe termination of this Agreement in accordance with Section 10 hereof or (ii) the Effective Time of the Merger, solicit, facilitate, seek, knowingly encourage or induce, Company will not directly or indirectly, through any inquiries officer, director, employee, stockholder, Affiliate, representative or the making agent of Company or implementation of otherwise, take any action to solicit, initiate, seek, support, entertain, encourage, support, assist or participate in any negotiations regarding or cooperate with any inquiry, proposal or offer (includingfrom, without limitationor furnish any information to, any proposal third party regarding any merger or offer to its stockholders consolidation with or involving Company or any acquisition of them) from any Person other than Buyer with respect to the sale stock or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility assets (other than replacement at Seller’s discretion with substantially equivalent sales of inventory or other assets in good working condition or repair in the Ordinary Course of Business) pursuant of Company (a “Third Party Transaction”) except that Company has fulfilled its obligation to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (provide notice to Compuware Corporation. Company agrees that any such proposal negotiations (other than negotiations with Parent) in progress as of this Agreement will be suspended and that, in no event, will Company consider, accept or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate an agreement concerning any agreement or understanding with such Third Party Transaction. Company will notify Parent immediately upon the suspension of any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any currently in progress negotiations or discussions related to a Proposal are sought to be initiated or continued with, after receipt by it (or any of its Subsidiaries officers, directors, employees, stockholders, Affiliates, representatives or agents) of any proposal for, or inquiry respecting, any Third Party Transaction or any request for information in connection with such a proposal or inquiry, or for access to the properties, books or records of their respective RepresentativesCompany by any person or entity that informs Company that it is considering making, or has made, such a proposal or inquiry. Such notice to Company will indicate in reasonable detail the identity of the person or entity making the proposal or inquiry and the terms and conditions of such proposal or inquiry; provided, however, that to the extent Company had executed a non-disclosure agreement with such person or entity prior to June 18, 2003 for the sole purpose of evaluating the potential acquisition of Company, the identity of such person or entity may be withheld from the notice.

Exclusivity. Seller agrees as follows: (a) Except In consideration of the time, effort and other expense expended by ▇▇▇▇▇ in connection with respect to the transactions contemplated by this Asset Purchase AgreementContemplated Transactions, the Seller agrees that it Sellers will not, and it will cause its Subsidiaries the Seller Affiliates and its and each of their respective Representatives not to, after the date of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (ia) initiate, solicit, facilitateencourage, seekrespond to, knowingly encourage or induce, directly or indirectly, otherwise facilitate any inquiries or the making proposals or implementation of enter into or continue any proposal discussions, negotiations, understandings, arrangements or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility agreements (other than replacement at Seller’s discretion with substantially equivalent assets Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Purchased Assets or any equity interest in good working condition any entity that directly or repair in indirectly owns or leases any portion of the Ordinary Course Facilities or any material portion of Business) pursuant to a merger, acquisition, the Purchased Assets (including by merger or consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (ii) engage any management or lease arrangement in connection with the business and operation of the Facilities or the Business; or (iii) any negotiations concerning, other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any confidential information assistance, information, documents or data to, or otherwise cooperate or have any substantive discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a Proposal possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of any Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction or (iiid) enter into otherwise assist or consummate facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement or understanding with by any Person (other than Buyer or its Representatives) relating to a Proposal. (b) Except with respect possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminatean Alternative Transaction is received by any Seller, any existing activitiesSeller Affiliate, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives from a Person (other than Buyer or its Representatives), Sellers will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Sellers’ unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Each Seller agrees and acknowledges that the violation of the covenants or agreements in this Section 6.14 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the date of this Agreement, Sellers shall, and shall cause the Seller Affiliates to, request that (i) all Confidential Information previously disclosed to any other Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to Sellers, (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed, and (iii) the receiving party of such Confidential Information provide Sellers a written certification of an officer of the receiving party that the foregoing clauses (i) and (ii) have been satisfied.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notCompany nor the Stockholders and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, has provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return or destruction thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees Shareholders agree that it they will not, and it they will cause its Subsidiaries the Representative and its the Acquired Companies and their respective Representatives directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) encourage, initiate, solicit, seek or respond to any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, any Acquired Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or (ii) engage in otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal Proposal; (c) otherwise facilitate, encourage or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to . The Shareholders shall, and shall cause the transaction contemplated hereinAcquired Companies and the Representative to, Seller shall immediately cease and terminatecause to be terminated (a) all existing discussions, conversations, negotiations and it shall cause other communications with any Persons (other than Buyer or any of its Subsidiaries and Affiliates or its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties representatives) conducted heretofore with respect to any Proposal. of the foregoing, (b) access of any Person (other than Buyer or any of its Affiliates or its and their representatives) to any data room hosted in connection with any Proposal and (c) Seller request return of or destruction of the confidential information previously provided by the Acquired Companies or on their behalf. The Shareholders shall promptly notify the Buyer if in writing immediately of (and in any event within one Business Day of the receipt of) any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Shareholder, any Acquired Company or any of their respective Representativesdirectors, officers, managers, Employees and Affiliates or, to the Knowledge of the Company, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in connection therewith.

Exclusivity. Seller agrees as follows: During the period commencing immediately on the date of execution of this letter agreement and ending on the earlier of the date of execution of a definitive merger agreement and 5:00 p.m. New York City time, September 19, 2008 (athe "Exclusivity Period"), none of the Company or any of its subsidiaries, affiliates, officers, directors, employees, attorneys, accountants, investment bankers and other agents or representatives (collectively, "Representatives") Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducewill, directly or indirectly, solicit, encourage, cooperate with, approve or permit any inquiries offers, bids or the making indications of interest, or implementation of initiate or engage in negotiations with any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person person other than Buyer Purchaser, with respect to the business of the Company or any part thereof or any other transaction which would conflict with the intent of this letter agreement, including without limitation any (i) direct or indirect acquisition or purchase by any person or entity of more than 10% of the voting securities of, or equity interest in, the Company or any of its material subsidiaries or (ii) merger, consolidation or sale or disposition of (x) all or substantially all of the Facility assets of the Company, or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving the Company or any material subsidiary thereof (any such proposal or offer being hereinafter referred to as a “Proposal”collectively, "Alternative Transactions"), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller . The Company and its Representatives shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including ongoing discussions or negotiations with any parties conducted heretofore third party with respect to any Proposal. (c) Seller Alternative Transaction. Except as permitted by Paragraph 2 of this letter agreement, none of the Company or its Representatives shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromfurnish, or any negotiations authorize or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or permit any of their respective RepresentativesRepresentatives to furnish, any information concerning this letter agreement or the transactions contemplated hereby to any person or entity or any non-public information regarding the Company's business or any part thereof to any person or entity. In the event that any person or entity should seek to initiate negotiations relative to an Alternative Transaction or any other material transaction regarding the Company's business or any part thereof, the Company shall immediately notify Purchaser of such contact and the material terms and conditions of any offer.

Exclusivity. Seller agrees as follows: (a) Except with respect Prior to the transactions contemplated by this Asset Purchase AgreementClosing, the Seller agrees that it will notwill, and it will cause its Subsidiaries Affiliates and its and their respective Representatives not representatives to, cease and cause to be terminated all activities, discussions and negotiations, if any, with any Person (an “Acquisition Proposal”) related to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of Seller (including any acquisition of Seller structured as a merger, consolidation, or share exchange). Seller will use its commercially reasonable efforts to cause any Person that, since June 30, 2005, has received confidential information about Seller’s business or operations (including the Purchased Assets) from or on behalf of Seller or its Affiliates in connection with an Acquisition Proposal to return or destroy all such confidential information. Seller agrees that, until the earlier of the Closing or the termination of this Agreement, neither Seller nor any of its Affiliates or representatives will (i) solicit, initiate, solicit, facilitate, seek, knowingly or encourage or induce, directly or indirectly, any inquiries or the making or implementation submission of any proposal Acquisition Proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) in respect thereof from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage participate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with regarding, furnish any parties conducted heretofore information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing; provided, however, that an “Acquisition Proposal” shall not include any discussions, negotiations or any other activities (including the execution of, and performance under, definitive transaction documents), if any, involving any merger, consolidation, or other reorganization of Aquila with another Person, provided that in any such transaction or event the obligations under this Agreement shall continue. Seller will notify Buyer of any Acquisition Proposal as soon as commercially practicable following Seller’s receipt of, or Seller otherwise becoming aware of, any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, neither Seller agrees as follows: nor the Companies will, or permit any of their respective Affiliates, officers, directors, representatives, consultants, financial advisors, attorneys, accountants or other agents to: (a) Except solicit, initiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by Seller, the Companies, an Affiliate of the Companies or Seller, a third party or otherwise), other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Companies (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Companies or Seller (an “Acquisition Transaction”); (b) provide non-public information or documentation with respect to the transactions contemplated by Companies to any Person, other than Purchaser or its Affiliates or its or their respective representatives, relating to an Acquisition Transaction; or (c) enter into any definitive agreement with any Person, other than Purchaser or its Affiliates effecting an Acquisition Transaction; provided, however, that Purchaser hereby acknowledges that prior to the date of this Asset Purchase Agreement, Seller and the Companies have provided information relating to Seller agrees that it will notand the Companies and have afforded access to, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets engaged in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Transaction without any Person relating to a Proposal breach by Seller or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalthe Companies of this Section 6.12. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, neither the Seller agrees that it Company, nor any of its Representatives acting on its behalf (including the Company Stockholders) will not, (and it the Company will cause its Subsidiaries and its and their respective Representatives (including the Company Stockholders) not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce), directly or indirectly, initiate, solicit, encourage, provide any inquiries information with respect to, or participate in, discussions, negotiations or transactions with any Person (other than Acquiror and its Representatives (including the making Insiders)), or implementation enter into or deliver any agreement (including a confidentiality agreement, letter of any intent, term sheet, indication of interest, indicative proposal or offer (includingother agreement or instrument), without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the any sale or other disposition (however effected) of (x) all or substantially all of the Facility assets of the Company or (y) any material Purchased Assts located at the Facility (its Equity Securities other than replacement at Seller’s discretion the Transactions contemplated by this Agreement (a “Company Alternative Transaction”) nor shall it permit any of its Representatives (including any Company Stockholder) to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage or respond to any proposal with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment Company Alternative Transaction. The Company shall promptly advise Acquiror of any inquiry or similar transaction proposal regarding a Company Alternative Transaction it may receive following the date hereof (including the terms related thereto). The Company and its Representatives (including the Company Stockholders) shall immediately discontinue any such proposal discussions or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalCompany Alternative Transaction. (b) Except During the Interim Period, neither Acquiror nor any of its Representatives acting on its behalf (including any Insider) will (and Acquiror will cause its Representatives (including any Insider) not to), directly or indirectly, initiate, solicit, encourage, provide any information with respect to to, or participate in, discussions, negotiations and/or transactions with any person (other than the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries Company and its and their respective Representatives immediately to cease and terminate(including the Company Stockholders)), and/or enter into or deliver any existing activitiesagreement or instrument (including a confidentiality agreement, including discussions letter of intent, term sheet, indication of interest, indicative proposal or negotiations with any parties conducted heretofore other agreement or instrument), with respect to any Proposalbusiness combination transaction involving Acquiror and all or a material portion of the asset(s) and/or business(es) of any other person(s), whether by way of stock purchase, asset purchase, merger, business combination or otherwise, other than the Transactions contemplated by this Agreement (a “Acquiror Alternative Transaction”) nor shall it permit any of its Representatives (including the Sponsor) to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage or respond to any proposal with respect to a Acquiror Alternative Transaction. Acquiror and its Representatives (including any Inisder) shall immediately discontinue any and all discussions or negotiations relating to any Acquiror Alternative Transaction. (c) Seller Notwithstanding anything to the contrary, no Party shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or in breach of this Section 7.03 (including for the purposes of any of its Subsidiaries the conditions set forth in Section 8.02 or any Section 8.03) unless and to the extent that such Party has committed a Willful Breach of their respective Representativesthis Section 7.03.

Exclusivity. Seller agrees as follows: (a) Except In consideration of Chardan’s entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, (i) the Seller Controlling Party and each Seller will cease, and will cause all Sellers and each Newly-Formed LLC and their respective officers, directors, employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions among any Seller or any Newly-Formed LLC or the Seller Controlling Party with any Third Party with respect to the transactions contemplated by any Acquisition Proposal (as defined below) and (ii) prior to any termination of this Asset Purchase AgreementAgreement as set forth in Section 12 hereto, each Seller and the Seller agrees that it Controlling Party will not, and it will shall cause its Subsidiaries and its each Newly-Formed LLC and their respective Representatives employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives not to, engage in or continue any Solicitation (ias defined below) initiateor take any action to authorize or permit any of the foregoing to engage in or continue any Solicitation. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any shares of capital stock of any Seller or the membership interests of any Newly-Formed LLC, solicit(B) a merger, facilitateconsolidation, seeksale of a substantial portion of the assets or any similar transaction or business combination involving any Seller or any Newly-Formed LLC, knowingly encourage (C) any other transaction involving any Seller or induceany Newly-Formed LLC or any of their securities or assets that would have an effect similar to the transactions described in (A) or (B), or (D) any other transaction that would defeat the intent of this Agreement, including a recapitalization or refinancing. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any inquiries agreement, negotiations with, or the making or implementation of furnishes any proposal or offer (including, without limitationinformation to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition DAL, Chardan or repair in the Ordinary Course any agent, affiliate, representative or other designee of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment DAL or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”Chardan), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will notCompany, no Stockholder and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except the transaction Merger contemplated hereinhereby. If the Company or Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding a Contract with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated hereinCompany, Seller shall immediately cease and terminate, and it shall cause any of its Subsidiaries and or any Agent has provided any Person (other than Parent or the Company’s or its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations Subsidiaries’ Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer Parent immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the receipt of such inquiry or Proposal.

Exclusivity. Seller The Company agrees as follows: (a) Except with respect to that, during the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it Company will not, and it will cause each of its Subsidiaries directors, officers, employees, representatives, agents, subsidiaries, affiliates, and its and their respective Representatives stockholders not to, directly or indirectly: (ia) initiate, solicit, facilitate, seekinitiate, knowingly encourage or induce, directly or indirectly, knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer (including, without limitation, any proposal or offer to its stockholders or any of them) offers from any Person (other than Buyer with respect to the and its representatives) concerning (i) any transfer or sale or disposition of (x) all or substantially all assets of the Facility or Company (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair not in the Ordinary Course of Business); (ii) pursuant the issuance of any capital stock or other equity or debt interests of the Company, other than Options issued to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment newly hired or similar transaction (any such proposal promoted employees in the Ordinary Course of Business and other than capital stock issued upon exercise or offer being hereinafter referred to as a “Proposal”)conversion of presently outstanding exercisable or convertible securities, or (iiiii) engage in any negotiations concerningacquisition, business combination, amalgamation, change of control or other similar transaction involving the Company; (b) have any discussion with or provide any confidential information or data to any person or entity relating to any such inquiry, proposal or offer; (c) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Equityholder, any such proposal or offer; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar agreement related to any such proposal or offer, or propose, whether publicly or to any director or Equityholder, or agree to do any of the foregoing related to any such proposal or offer. Immediately after execution of this Agreement, the Company will, and will instruct its representatives to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, terminate any existing activitiesdiscussion, including discussions or negotiations negotiation with any third parties conducted heretofore by the Company or any of its representatives with respect to any Proposal. of the foregoing. The Company will promptly advise Buyer of, and communicate to Buyer in writing the terms and conditions of (c) Seller shall promptly notify Buyer if any inquiries, proposals and the identity of the person or offers related to a Proposal are received byentity making), any confidential information such inquiry, proposal or data is requested fromoffer received subject to, and only to the extent of, applicable contractual obligations of the Company under non-disclosure or any negotiations or discussions related to a Proposal are sought to be initiated or continued withsimilar agreements existing as of November 30, it or any of its Subsidiaries or any of their respective Representatives2018.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that Company shall not take, nor shall it will notpermit any of its Affiliates or Representatives to take, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at SellerSPAC and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of the Company’s discretion with substantially equivalent equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets in good working condition involving the Company or repair its Subsidiaries, other than immaterial assets or assets sold in the Ordinary Course ordinary course of Businessbusiness or transactions permitted by Section 7.01(d) pursuant to a merger(each such acquisition transaction, acquisitionbut excluding the Transactions, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “ProposalAcquisition Transaction”). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or (ii) engage in negotiations with any negotiations concerning, or provide any confidential information or data Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalan Acquisition Transaction. (b) Except During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the transaction contemplated hereinCompany, Seller shall immediately cease its shareholders and terminatetheir respective Affiliates and Representatives. SPAC shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, a Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by Signing Date through the Closing or the earlier termination of this Asset Purchase Agreement, the Seller agrees that it will notCompany shall not (and the Beneficial Owners shall not permit the Company to), and it will shall cause each of its Subsidiaries Representatives (including investment bankers, attorneys and its and their respective Representatives accountants), not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person or group, other than the making Buyer and its Affiliates and Representatives, concerning any sale or implementation exclusive license of all or a material portion of the Company’s assets, or of any capital stock or membership interests, as applicable, of the Company, or any merger, consolidation, liquidation, dissolution or similar transaction involving the Company (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). From the Signing Date through the Closing or the earlier termination of this Agreement, neither the Company nor any Beneficial Owner shall, directly or indirectly, through any member, officer, employee, Representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person relating to any Proposed Acquisition Transaction or participate in any negotiations regarding, or furnish to any other than Buyer Person any information with respect to the sale Company for the purposes of, or disposition of otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to seek or effect a Proposed Acquisition Transaction. The Company shall promptly (xand in any event within 24 hours after the Company’s or its Representative’s receipt) all or substantially all of the Facility or notify Buyer (yorally and in writing) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (if any such proposal or offer being hereinafter referred to as a “Proposal”)offer, or (ii) engage in any negotiations concerning, inquiry or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding contact with any Person relating to a Proposal. (b) Except with respect to thereto, is made, including the transaction contemplated hereinidentity of the Person making the Proposed Acquisition Transaction and the material terms and conditions thereof (including an unredacted copy of such Proposed Acquisition Transaction or, Seller shall immediately cease where such Proposed Acquisition Transaction is not in writing, a description of the financial and terminateother material terms thereof). The Company shall, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateAffiliates to, promptly request any existing activities, including discussions Person that has executed a confidentiality or negotiations non- disclosure agreement in connection with any parties conducted heretofore with respect actual or potential Proposed Acquisition Transaction that remains in effect as of the Signing Date to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals return or offers related to a Proposal are received by, any destroy all confidential information in the possession of such Person or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: that, from the date hereof through and including the earlier of the Closing Date or the termination of this Agreement in accordance with Article IX hereof, Seller shall not, and Seller shall cause each other Transferred Company, and its and their respective Affiliates and representatives not to, directly or indirectly, (a) Except discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed, surviving, merged, acquiring or acquired corporation, any material transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets or capital stock of or other equity interest in any of the Transferred Companies (other than the transactions contemplated by this Agreement) (a “Competing Transaction”), (b) facilitate, encourage, solicit, initiate or participate in discussions, negotiations or submissions of proposals or offers in respect of a proposed Competing Transaction, (c) furnish or cause to be furnished, to any Person (other than CEPCB and its Affiliates and representatives), any information concerning the business, operations, properties or assets of any of the Transferred Companies in connection with a proposed Competing Transaction, or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person (other than CEPCB and its Affiliates and representatives) to do or seek any of the foregoing, except in each of the foregoing cases with respect to the transactions contemplated by herein. Notwithstanding the foregoing, nothing in this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders Section 6.12 or any other provision of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller this Agreement shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it preclude AMVEST Corporation or any of its Subsidiaries Affiliates from pursuing the sale of any or all of its assets, or any or all of their respective Representativesthe shares of capital stock or membership interests, as applicable, of its subsidiaries or itself, other than the assets, capital stock or membership interests of the Transferred Companies.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will The parties shall not, and nor shall the parties permit any of their subsidiaries or affiliates to, authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it will cause or any of its Subsidiaries and its and or their respective Representatives not subsidiaries or affiliates to, directly or indirectly, (i) initiate, solicit, facilitate, seek, initiate or knowingly encourage (including by way of furnishing non-public information or induce, directly or indirectlyassistance), any inquiries or the making or implementation of any proposal which constitutes an “Acquisition Proposal” (as hereinafter defined), (ii) participate in any discussions or negotiations regarding any “Acquisition Proposal” other than the acquisition that is subject of this Agreement, (iii) enter into any agreement with respect to any “Acquisition Proposal,” or (iv) furnish to any person any proprietary or confidential information of either party which could be used to solicit an Acquisition Proposal, or could be used by such a potential buyer to make or finance an Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (includingor any public announcement of a proposal, without limitation, plan or intention to do any proposal of the foregoing or offer any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 10% or more of the assets of Metiscan and its stockholders subsidiaries or 10% or more of any class of equity securities of Metiscan or any of them) from its subsidiaries, any Person other than Buyer with respect to the tender offer or exchange offer which if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Metiscan or any of its subsidiaries, or any merger, consolidation, business combination, sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidationassets, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it involving Metiscan or any of its Subsidiaries or any of their respective Representativessubsidiaries, other than the Excluded Acquisitions.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it will Parties shall not, and it will shall cause its their respective Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) enter into, solicit, initiate or continue any inquiries discussions or the making negotiations with, or implementation encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in any proposal negotiations with, or offer (includingprovide any information to, without limitationor otherwise cooperate in any way with, any proposal Person or offer other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning an Alternative Transaction, (b) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, or in response to, any Alternative Transaction, (c) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (d) furnish any non-public information regarding such Party or its stockholders Subsidiaries, and its and their respective businesses, operations, assets, liabilities, financial condition, prospects or employees in connection with, or that would reasonably be expected to lead to, an Alternative Transaction to any Person or group (other than a Party and its Representatives), (e) release any Third Party from, or waive any provision of, any confidentiality agreement to which such Party is a party or (f) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Third Party to do or seek to do any of themthe foregoing or seek to circumvent this ‎Section 6.04; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this ‎Section 6.04. For purposes of this Agreement, an “Alternative Transaction” shall mean (i) from any Person other than Buyer with respect to the sale or disposition of Company, (x) all the issuance, sale or substantially all of transfer to or investment by any Person in any newly issued or currently outstanding Equity Interest in the Facility Company (whether by merger, recapitalization, tender offer or otherwise), (y) the sale or transfer of any material Purchased Assts located at assets of the Facility Company to any Person (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair except, in the Ordinary Course cases of Businessclauses (x) pursuant and (y) with respect to a mergerany de minimis transfers of Equity Interests or assets or any issuance, acquisitionsale, consolidationtransfer, recapitalizationinvestment of Equity Interests or assets permitted by the terms of this Agreement, liquidation, dissolution, equity investment the Support Agreements or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”the Plan of Arrangement), or (z) any merger or business combination between the Company and any other Person, and (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinSPAC, Seller shall immediately cease and terminateany direct or indirect acquisition of assets or business of any Person, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, that would constitute an “initial business combination” as defined in SPAC’s prospectus for its initial public offering. Each Party shall, and it shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately to cease any and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore with respect to any Proposal. (c) Seller Alternative Transaction. Each Party also agrees that it shall promptly notify Buyer if any inquiriesrequest each Person (other than the Parties and their respective Representatives) that since January 1, proposals 2022 has executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or offers related to a Proposal are received by, any destroy all confidential information furnished to such Person by or data is requested fromon behalf of it prior to the date hereof (to the extent so permitted under, or any negotiations or discussions related to and in accordance with the terms of, such confidentiality agreement). If a Proposal are sought to be initiated or continued with, it Party or any of its Subsidiaries or any of its or their respective RepresentativesRepresentatives receives any inquiry or proposal with respect to an Alternative Transaction at any time during the Interim Period, then such Party shall (A) promptly (and in no event later than forty-eight (48) hours after such Party becomes aware of such inquiry or proposal) notify the other Party and describe the material terms and conditions of any such Alternative Transaction in reasonable detail (including the identity of any person or entity making such inquiry or proposal) and (B) keep the other Party fully informed on a current basis (within forty-eight (48) hours) of any modifications to such offer or information. Without limiting the foregoing, the Parties agree that any violation of the restrictions set forth in this ‎Section 6.04 by a Party or any of its Subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this ‎Section 6.04 by such Party.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries the Company and its respective managers, directors, officers, employees, consultants, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by any of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, Seller or Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into a contract, arrangement or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer promptly if any substantive inquiries, proposals proposals, or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Seller, Company, or any of their respective RepresentativesAgents. Notwithstanding the foregoing, Seller, the Company and each of its Agents may take such actions as any of them reasonably deem appropriate to satisfy the condition set forth in Section 7.1(c). The obligations set forth in this Section 6.12 shall expire upon the earlier of (i) termination of this Agreement and (ii) the Closing Date. For the avoidance of doubt, nothing in this Section 6.12 shall be deemed to restrict, prohibit or (except for this sentence) apply to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the equity securities of any direct or indirect equityholder of Seller.

Exclusivity. Seller agrees as follows8.1 Subject to sub-clause 8.4, in consideration of the commitment of time, cost, expense and personnel by the Bidcos, News Corporation and their respective Affiliates and of the Bidcos, News Corporation and their respective Affiliates incurring the expense of instructing advisers, in each case for the purpose of investigating, finalising and documenting the Transactions and the financing thereof: 8.1.1 Target warrants and undertakes that, during the Exclusivity Period, neither it nor any other member of the Target Group, or any of their respective Advisers or Representatives, will, directly or indirectly through any other person: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsolicit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicitauthorise, facilitaterecommend, seekfacilitate or encourage, knowingly encourage participate in, continue or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into discussions or consummate negotiations or any agreement or understanding with arrangement regarding, any Person relating to a Competing Proposal.; (b) Except with respect provide or cause to be provided information to any person (other than the transaction contemplated hereinBidcos, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its News Corporation and their respective Representatives immediately to cease Advisers and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect Representatives) in relation to any Competing Proposal.; or (c) Seller shall promptly notify Buyer if otherwise cooperate in any inquiriesway with, proposals or offers related to a Proposal are received byassist or participate in, facilitate or encourage, any confidential information effort or data is requested fromattempt by any other person to do or seek any of the foregoing. 8.1.2 News Corporation warrants and undertakes that, or any negotiations or discussions related to a Proposal are sought to be initiated or continued withduring the Exclusivity Period, neither it or nor any of its Subsidiaries Affiliates, or any of their respective Advisers or Representatives, will, directly or indirectly through any other person: (a) solicit, initiate, authorise, facilitate or encourage, participate in, continue or enter into discussions or negotiations or any agreement or arrangement regarding, any Competing Proposal; (b) provide or cause to be provided information to any person (other than the Bidcos and their Advisers and Representatives) in relation to any Competing Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. 8.2 During the Exclusivity Period, News Corporation and NDS Holdco as shareholders in NDS Holdco and Target respectively, will vote against any Competing Proposal proposed at shareholder meetings or in proposed shareholder written resolutions of NDS Holdco or Target respectively and not accept or support any Competing Proposal. 8.3 News Corporation and NDS Holdco undertake that they will not, and shall procure that none of their Affiliates shall, exercise any of the change of control rights which are exercisable under any agreements or arrangements between News Corporation and/or any of its Affiliates and Target and/or the Target Group as a result of the Transactions. 8.4 Notwithstanding sub-clause 8.1, Target may engage in discussions or negotiations with, and furnish information concerning the Target Group and its businesses, properties or assets, to a third party which has indicated that it may make an unsolicited Competing Proposal, or recommend a Competing Proposal, if, and only to the extent that, the members of the Independent Committee concludes, in good faith, after consultation with, and taking into account the advice of the Independent Committee Advisers their legal and financial advisers at a meeting of the Independent Committee, that the failure to take such action would be in breach of their fiduciary duties or would violate their obligations under this Agreement, the Act or the ▇▇▇▇ ▇▇▇. 8.5 Target agrees, if requested by the Bidcos or News Corporation and to the extent requested, subject to the members of the Independent Committee concluding, in good faith, and after consultation with, and taking into account the advice of the Independent Committee Advisers that to take such action would not be in breach of their fiduciary duties, to disclose to the Bidcos and News Corporation as soon as practicable: (a) the price, form of consideration and identity of the offeror, in relation to any approach made relating to a Competing Proposal; (b) the fact that the Board (or any committee thereof including the Independent Committee) is considering such Competing Proposal with details of the price, form of consideration and identity of offeror; and (c) any changes in the price, form of consideration and identity of offeror in relation to any Competing Proposal details of which have already been notified to the Bidcos and News Corporation.

Exclusivity. Until the termination of this Agreement pursuant to Section 10.1, provided that neither Buyer is in breach of this Agreement, the Seller agrees as follows: jointly and severally agree that neither Seller nor any of its members or officers shall, and that they shall cause their Affiliates, employees, agents and Representatives not to (aand shall not authorize any of them to) Except directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal from any Person (other than the Buyers) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities of Seller, business combination involving Seller, or other takeover or business combination transaction involving Seller or any sale of the Acquired Assets other than in accordance with this Agreement (each an “Acquisition Proposal”); (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or otherwise cooperate in any respect with, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract, agreement, arrangement, understanding or commitment, whether binding or non-binding, contemplating any Acquisition Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Third Parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase AgreementSection 10.01, the Seller agrees that it will Company shall not, and it will shall cause its the Company Subsidiaries and its and their respective Representatives not to, directly or indirectly, (A) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any inquiries, offers or proposals (written or oral) by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an “Alternative Transaction”), other than with the other Parties and their respective Representatives, (B) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (C) enter into any contract or other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (E) approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (F) prepare or take any steps in connection with a public offering of any Equity Interests of the Company or any of the Company Subsidiaries or (G) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 8.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such Person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than two (2) Business Days after the Company becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (in which case, the Company will use commercially reasonable efforts to seek a waiver of any applicable confidentiality restrictions). Without limiting the foregoing, Company agrees that any violation of the restrictions set forth in this Section 8.04(a) by it or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 8.04(a) by the Company. (b) From and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.01, (i) initiateParent shall not, solicit, facilitate, seek, knowingly encourage or induceand shall direct its Representatives acting on its behalf not to, directly or indirectly, any inquiries (A) initiate, seek, solicit, knowingly facilitate or the making encourage or implementation submit an indication of any proposal or offer (including, without limitationinterest for, any proposal inquiries, proposals or offer to its stockholders a person (including any financial investor or group of financial investors) concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of Parent or any capital stock or other equity securities of them) from any Person other than Buyer with respect to the sale or disposition Parent, whether by way of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisitionconversion, consolidation, recapitalization, liquidation, dissolution, purchase or issuance of equity investment securities or other similar transaction (any such proposal or offer being hereinafter referred to as a “Parent Acquisition Proposal”), or (iiB) engage participate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Parent Acquisition Proposal or and (iiiii) enter into or consummate Parent shall, and shall cause its Representatives to, (A) terminate immediately any agreement or understanding negotiations with any Person relating to a ProposalParent Acquisition Proposal and (B) promptly advise the Company in writing of any proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall not be required to inform the Company of the identity of the person making such proposal or the material terms thereof). (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: During the period from the Agreement Date until the earlier of the Closing Date and termination of this Agreement pursuant to Article 10, Sphinx will not, nor will it authorize or permit any of its Subsidiaries or Representatives to, directly or indirectly: (a) Except with respect solicit or knowingly encourage, facilitate or induce the making, submission or announcement of, or take any other action designed or reasonably likely to facilitate, any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of any portion of the Business as an alternative to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, Agreement (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of theman “Acquisition Proposal”) from any Person other than Buyer Arion or its Affiliates or Representatives, (b) deliver or make available to any Person any nonpublic information with respect to the sale Business or disposition of (x) all afford access to the properties, books, records or substantially all representatives of the Facility or (y) Business to any material Purchased Assts located at the Facility Person (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition Arion or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment its Affiliates or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)Representatives, or as required by applicable Law) or (iic) engage in any negotiations concerningnegotiate, or provide accept any confidential information proposals, offers or data toinquiries from, or have enter into any substantive discussions Contract with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding in connection with any Person relating Acquisition Proposal. Notwithstanding anything to a Proposal. (b) Except the contrary herein, in no event shall any transaction or proposal with respect to an acquisition of control of Sphinx (whether by way of merger, purchase of capital stock, purchase of assets, joint venture, license, lease or otherwise) constitute an Acquisition Proposal. In the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it event that Sphinx or any of its Subsidiaries Affiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Agreement Date and prior to the Closing Date, Sphinx will provide Arion with notice of their respective Representativessuch event and a summary of the material terms of such Acquisition Proposal; provided, however, that Sphinx will not be required to disclose the identity of the Person or group of Persons making such Acquisition Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it will notCompany shall not take, and it will cause nor shall the Company permit any of its Subsidiaries and its and their respective Affiliates or Representatives not toto take, whether directly or indirectly, (i) initiate, any action to solicit, facilitateinitiate or engage in discussions or negotiations with, seekor enter into any agreement with, knowingly encourage or induceencourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to Person (other than the Company, its stockholders or any of themtheir respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) from any Person other than Buyer with respect to the sale or disposition Company, its stockholders and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of (x) all or substantially all this Agreement and the other Transaction Agreements and the consummation of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course Transactions shall not be deemed a violation of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”this Section 9.03(b), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate. SPAC shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, an Alternate Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to as set forth on Schedule 8.03(a), during the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that Company shall not take, nor shall it will notpermit any of its Affiliates or Representatives to take, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent Acquiror and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company Membership Interests or other equity securities of the Company or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of the Company Membership Interests or other equity securities of the Company by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets in good working condition involving the Company or repair its Subsidiaries, other than immaterial assets or assets sold in the Ordinary Course ordinary and usual course of Business) pursuant to a mergerbusiness (each such acquisition transaction, acquisitionbut excluding the Transactions, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “ProposalAcquisition Transaction”). Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or (ii) entertain any proposals or offers or engage in any negotiations concerningor discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of such facts and circumstances. Except as set forth on Schedule 8.03(a), the Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or provide negotiations with any confidential information or data Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalan Acquisition Transaction. (b) Except During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, the Company Members and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”), other than with the transaction contemplated hereinCompany, Seller shall immediately cease the Company Members and terminatetheir respective Affiliates and Representatives. Acquiror shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, a Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notPartnership nor any Partner and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Partnership (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction acquisition contemplated hereinhereby. If the Partnership or any Partner, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Partnership and the Partners shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as followsExcept with respect to this Agreement and the transactions contemplated hereby, the Company shall not and shall cause its employees, stockholders, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by any of them and any individual member or employee of the foregoing) (each, an "Agent") not to: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any material portion of the assets or any equity securities of, the Company (any such transaction being hereinafter referred to as an "Acquisition" and any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or ; (iib) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal; or (iiid) enter into or consummate any agreement or understanding with any Person relating to a an Acquisition Proposal. , except for the Merger contemplated hereby. If the Company or its Agents have provided any Person (bother than Parent or its Agents or the Company's Agents) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer Parent immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it the Company, its directors, officers, 10% stockholders or any of its Subsidiaries or any of their respective Representativesinvestment bankers.

Exclusivity. Seller agrees as follows: From and after the date hereof through and including the date that is 90 days after the date hereof, and regardless of whether the Investor or its affiliates then hold any debt or equity securities of the Company, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsolicit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, accept any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related from any Person (other than the Investor) relating to any transaction whereby the Company directly or indirectly issues equity or debt securities of the Company to a Proposal are received byparty in exchange for outstanding equity or debt securities, any confidential information claims or data is requested fromproperty interests, or partly in such exchange and partly for cash, in one or more transactions carried out pursuant to Section 3(a)(9) or Section 3(a)(10) of the Securities Act (any such transaction, an “Exchange Transaction”), (b) enter into, effect, alter, amend, announce or recommend to its shareholders any Exchange Transaction with any Person (other than the Investor), or (c) participate in any discussions, conversations, negotiations or discussions related other communications with any Person (other than the Investor) regarding any Exchange Transaction, or furnish to a Proposal are sought any Person (other than the Investor) any information with respect to be initiated any Exchange Transaction, or continued withotherwise cooperate in any way, it assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Investor) to seek an Exchange Transaction involving the Company or any of its Subsidiaries subsidiaries. The Company, its affiliates and subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than the Investor) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or offer and set forth the material terms thereof) the Investor after receipt of any inquiry, request, proposal or offer relating to any Exchange Transaction, and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Investor of any written inquiries, requests, proposals or offers relating thereto. The Company agrees that it and its affiliates and subsidiaries, and each of its and their respective Representativesofficers, employees, directors, agents or other representatives subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to the Investor in accordance with this provision. As used in this Agreement, “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it Company will not, and it will cause its Subsidiaries the Sellers and its and their respective Representatives directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not toto (a) encourage, (i) initiate, solicit, facilitate, seek, knowingly encourage seek or inducerespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolutionbusiness combination, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of the Company (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or (ii) engage in otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. . The Company will notify the Buyer in writing immediately of (band in any event within one Business Day of the receipt of) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal that are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal that are sought to be initiated or continued with, it or any of its Subsidiaries Seller, the Company or any of their respective Representativesdirectors, officers, managers, employees and Affiliates or, to its knowledge, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in connection therewith.

Exclusivity. Seller agrees as follows: During the period commencing immediately on the date of execution of this letter agreement and ending on the earlier of the date of execution of a definitive merger agreement and 5:00 p.m. New York City time, September 19, 2008 (athe “Exclusivity Period”), none of the Company or any of its subsidiaries, affiliates, officers, directors, employees, attorneys, accountants, investment bankers and other agents or representatives (collectively, “Representatives”) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducewill, directly or indirectly, solicit, encourage, cooperate with, approve or permit any inquiries offers, bids or the making indications of interest, or implementation of initiate or engage in negotiations with any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person person other than Buyer Purchaser, with respect to the business of the Company or any part thereof or any other transaction which would conflict with the intent of this letter agreement, including without limitation any (i) direct or indirect acquisition or purchase by any person or entity of more than 10% of the voting securities of, or equity interest in, the Company or any of its material subsidiaries or (ii) merger, consolidation or sale or disposition of (x) all or substantially all of the Facility assets of the Company, or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving the Company or any material subsidiary thereof (any such proposal or offer being hereinafter referred to as a collectively, “ProposalAlternative Transactions”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller . The Company and its Representatives shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including ongoing discussions or negotiations with any parties conducted heretofore third party with respect to any Proposal. (c) Seller Alternative Transaction. Except as permitted by Paragraph 2 of this letter agreement, none of the Company or its Representatives shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromfurnish, or any negotiations authorize or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or permit any of their respective RepresentativesRepresentatives to furnish, any information concerning this letter agreement or the transactions contemplated hereby to any person or entity or any non-public information regarding the Company’s business or any part thereof to any person or entity. In the event that any person or entity should seek to initiate negotiations relative to an Alternative Transaction or any other material transaction regarding the Company’s business or any part thereof, the Company shall immediately notify Purchaser of such contact and the material terms and conditions of any offer.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase AgreementNone of HK Seller, the Seller agrees that it will notUS Seller, any HK Acquired Company, or US Acquired Company will, and it will cause its Subsidiaries and its and not permit any of their respective Representatives not Affiliates or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives or agents to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, initiate, encourage (including by way of furnishing information), or take any inquiries other action to facilitate any inquiry or the making or implementation of any proposal which constitutes, or offer (including, without limitationwould reasonably be expected to lead to, any proposal acquisition or offer to its stockholders purchase of a substantial amount of the assets, equity interests or other securities of any Acquired Company, or any of them) from any Person other than Buyer with respect to the sale tender offer or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a exchange offer, merger, acquisition, consolidation, recapitalizationbusiness combination, re-capitalization, spin-off, liquidation, dissolution, equity investment or debt financing or similar transaction involving any Acquired Company, or any other transaction, the consummation of which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as of the foregoing, a “Transaction Proposal”), ) or (ii) engage in agree to or endorse any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Transaction Proposal or (iiib) propose, enter into or consummate participate in any agreement discussions or understanding with negotiations regarding any Transaction Proposal, or furnish to any other Person relating to a Proposal. (b) Except any information with respect to the transaction contemplated hereinbusiness or assets of any Acquired Company in connection with a Transaction Proposal, Seller shall immediately cease and terminateor otherwise cooperate in any way with, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateor assist or participate in, facilitate or encourage, any existing activities, including discussions effort or negotiations attempt by any other Person to do or seek to do any of the foregoing in connection with any parties conducted heretofore with respect to any a Transaction Proposal. (c) Seller shall . Representative will promptly notify Buyer if any inquiriesin the event that HK Seller, proposals or offers related to a Proposal are received byUS Seller, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Acquired Company or any of their respective Representativesofficers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding a Transaction Proposal, including the identity of the Person indicating such interest or making such Transaction Proposal and a copy thereof.

Exclusivity. Until the earlier of the termination of this Agreement in accordance with Article XI hereof and the Closing, each Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it Entity will not, and it will cause its Subsidiaries officers, directors, employees, affiliates, subsidiaries, representatives and its and their respective Representatives agents not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, through any inquiries officer, director, manager, member, employee, affiliate, representative or the making or implementation agent of any Seller Entity or otherwise, take any action to solicit, initiate, seek, support, entertain, knowingly encourage or assist any inquiry, proposal or offer from, furnish any information to, or participate in any negotiations with, any third party regarding any acquisition or consolidation (including, without limitation, any proposal tender or offer to its stockholders exchange offer, merger, reverse merger, business combination or similar transaction) with or involving any Seller Entity or any sale of any equity interests or assets (other than licenses or sales of inventory or other assets in the ordinary course of business) of any Seller Entity (a “Third Party Transaction”). Each Seller Entity agrees that any such negotiations (other than negotiations with Parent) in progress as of the date of this Agreement will be suspended and that, in no event, will any Seller Entity accept or enter into an agreement concerning any such Third Party Transaction. Seller will notify Parent promptly upon receipt by any Seller Entity (or any of themtheir officers, directors, managers, members, employees, Trust Actors, affiliates, representatives or agents) from of any Person other than Buyer unsolicited written, oral or electronic proposal for, or inquiry respecting, any Third Party Transaction or any request for information in connection with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)inquiry, or (ii) engage in for access to the properties, books or records relating to any negotiations concerningSeller Entity by any person or entity that informs any Seller Entity that it is considering making, or provide any confidential information has made, such a proposal or data to, inquiry. Such notice to Parent will indicate in reasonable detail the identity of the person or have any substantive discussions with, any Person relating to a Proposal entity making the proposal or (iii) enter into inquiry and the terms and conditions of such proposal or consummate any agreement or understanding with any Person relating to a Proposalinquiry. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect From and after the date hereof and continuing until the termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase AgreementSection 10, the Company and the Seller agrees that it will not, not (and it will cause its Subsidiaries their members, stockholders, directors, managers, employees, representatives, Affiliates and its and their respective Representatives advisors not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce), directly or indirectly, any inquiries (i) submit, solicit, initiate, encourage or the making or implementation of discuss any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion the Purchasers in connection with substantially equivalent assets in good working condition the transactions contemplated hereby) or repair in the Ordinary Course of Businessenter into any agreement or accept any offer relating to or consummate any (a) pursuant to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution, equity investment dissolution or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to recapitalization of the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Company or any of its Subsidiaries or the Seller, (b) merger or consolidation involving the Company or any of its Subsidiaries or the Seller, (c) purchase or sale of any material assets (other than in the ordinary course of business consistent with past practice) or equity securities (or any rights to acquire, or securities convertible into or exchangeable for, any such equity securities) of the Company or any of its Subsidiaries or the Seller, or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or the Seller or their respective Representativesbusinesses or assets (each of the foregoing transactions described in clauses (a) through (d), a “Company Transaction”) or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than the Purchasers) to do or seek to do any of the foregoing. The Company, its Affiliates and the Seller agree to notify the Purchasers immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by this Asset Purchase Agreementdate hereof until the Closing, the Seller agrees that it will not, and it the Seller will cause each of its Subsidiaries Representatives, each of the Applicable Entities and its and each of their respective Representatives not to, to not: (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Seller or any Applicable Entity (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) . The Seller shall promptly notify the Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued withwith the Seller, it or any of its Subsidiaries Applicable Entity or any of their respective Representatives. The Seller shall, and the Seller shall cause each of its Representatives, each of the Applicable Entities and each of their respective Representatives to, immediately cease any existing activities, discussions, negotiations with any Persons with respect to any Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, none of the Company, the Seller agrees that it will notSubsidiaries, the Stockholders or their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or any Subsidiary (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company, Seller shall immediately cease and terminateany Subsidiary, and it shall cause its Subsidiaries and its and or any Stockholder, or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except with respect From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase Agreementits terms, the Seller agrees that it Company, Forefront and the Shareholder will not, and it nor will cause its Subsidiaries and its and they authorize or permit any of their respective Representatives not officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its stockholders or Acquisition Proposal, (iii) engage in discussions with any of them) from any Person other than Buyer person with respect to any Acquisition Proposal, except as to the sale existence of these provisions, (iv) approve, endorse or disposition of (x) all or substantially all of the Facility or (y) recommend any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Acquisition Proposal or (iiiv) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with any Person commitment contemplating or otherwise relating to a any Acquisition Proposal. (b) Except with respect to . The Company, Forefront and the transaction contemplated herein, Seller shall Shareholder will immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if . Without limiting the foregoing, it is understood that any inquiriesviolation of the restrictions set forth in the preceding two sentences by any officer, proposals director or offers related to a Proposal are received byemployee of the Company, any confidential information Forefront or data is requested from, the Shareholder or any negotiations investment banker, attorney or discussions related to a Proposal are sought other advisor or representative of the Company, Forefront or the Shareholder shall be deemed to be initiated or continued with, it or any a breach of its Subsidiaries or any of their respective Representativesthis Section 5.4 by the Company and the Shareholder.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries and its the Company and their respective directors, officers, employees, Affiliates and other agents and Representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall notify the Buyer or the Acquisition Sub immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries the Seller, the Company or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its knowledge, any other Agent. Notwithstanding anything in this Section 6.15 to the contrary, the Seller shall not be restricted in any way from participating in any discussions or negotiations, or entering into any agreements, in connection with any transaction which pertains or relates to the acquisition, merger, recapitalization or any other business combination involving the Seller or any Affiliate of the Seller (other than the Company).

Exclusivity. Seller agrees as followsThe Sellers and the Company agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the Company and the Sellers shall not, and shall take all action necessary to ensure that none of the Company, the Subsidiary or any of their respective Affiliates or Representatives shall: (a) Except with respect to solicit, assist, initiate, consider, encourage, make or accept any proposals, offers or inquiries from any Person (other than the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries Buyer and its and their respective Representatives not to, Affiliates) (i) initiate, solicit, facilitate, seek, knowingly encourage relating to any direct or induce, directly indirect acquisition or indirectly, purchase of all or any inquiries portion of the capital stock or securities convertible into or exchangeable for the capital stock of the Company or the making Subsidiary or implementation direct or indirect sale or exclusive license of assets of the Company or the Subsidiary, other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any proposal merger, consolidation or offer other business combination relating to the Company or the Subsidiary, (includingiii) to enter into a recapitalization, without limitation, any proposal or offer to its stockholders reorganization or any of them) from any Person other than Buyer with respect extraordinary business transaction involving or otherwise relating to the sale Company or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)Subsidiary, or (iiiv) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into any partnership or consummate any agreement joint venture with or understanding with any Person relating to a Proposal.investment in the Company or the Subsidiary; or (b) Except participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person (other than the Buyer and its Affiliates) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the transaction contemplated herein, Seller actions set forth in Section 5.3(a). The Company and the Sellers immediately shall immediately cease and terminatecause to be terminated all existing discussions, conversations, negotiations and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations other communications with any parties Persons conducted heretofore with respect to any Proposal. (c) Seller of the actions set forth in Section 5.3(a). The Company and the Sellers shall promptly notify the Buyer promptly, but in any event within 48 hours, if any inquiriessuch proposal or offer, proposals or offers related any inquiry or other contact with any Person with respect thereto, is made. Any such notice to a Proposal are received bythe Buyer shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Company and the Sellers shall not, and the Sellers shall cause the Company and the Subsidiary not to, release any confidential information or data is requested Person from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement to which the Sellers or the Company or the Subsidiary is a Proposal are sought to be initiated or continued withparty, it or any without the prior written consent of its Subsidiaries or any of their respective Representativesthe Buyer.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will notno Stockholder and none of their affiliates shall, and it will each of them shall cause its Subsidiaries the Company and its each CLA Company and their respective Representatives employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders Stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or any CLA Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and the Merger contemplated hereby. If the Company, any CLA Company or any Stockholder, or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then the Stockholders shall promptly request the immediate return thereof. The Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees Except as follows: (a) Except with respect to set forth on Schedule 9.4, neither the transactions contemplated by this Asset Purchase AgreementCompany, the Seller agrees that it will notManager, and it will cause its Subsidiaries and its and any of the Class A Members nor anyone acting on their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducebehalf is currently involved, directly or indirectly, in any inquiries or activity which is intended to, nor for so long as this Agreement is in effect, shall the making or implementation of any proposal or offer (includingCompany, without limitation, any proposal or offer to its stockholders the Manager or any of themthe Class A Members or anyone acting on their behalf, directly or indirectly, (i) from encourage, solicit, initiate or participate in discussions or negotiations with, or provide any Person information to or cooperate in any manner with any Person, other than Buyer with respect to the sale Purchaser or disposition of its Affiliates (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a collectively “ProposalExcluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any of the Companies’ assets (other than in the ordinary course of business), the Units or any capital stock, membership interests or other securities of the Company or any of its Subsidiaries, whether such transaction takes the form of a sale of units, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership, (ii) engage otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Companies’ assets (other than in the ordinary course of business), the Units or any negotiations concerningcapital stock, membership interests or other securities of the Companies, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or provide issuance of debt securities or making of a loan or any confidential information joint venture or data to, or have any substantive discussions with, any Person relating to a Proposal partnership or (iii) enter into or consummate any agreement such transaction or understanding with accept any Person relating offer or agree to engage in any such transaction. The Company or the Members shall promptly (within 24 hours) communicate to Purchaser the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a Proposal. manner reasonably acceptable to Purchaser. The notice of the Company and each Member under this Section 9.4 shall include the identity of the person making such proposal or offer, copies (bif written) Except or a written description of the terms (if oral) thereof and any other such information with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalthereto as Purchaser may reasonably request. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect From the date hereof until the termination of this letter of intent, neither Fairfield nor any of its subsidiaries shall, nor shall it or any of its subsidiaries authorize or permit any of their respective officers, directors, employees, attorneys, accountants, investment bankers, financial advisors, representatives, agents or other authorized persons to (i) solicit, initiate, encourage (including by way of furnishing information) or take any other action to facilitate, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a material amount of assets of, or any equity interest in, Fairfield or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving Fairfield or any of its subsidiaries (other than (i) the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not toletter, (iii) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, sales of Fairfield's contracts receivable in any inquiries or financing in the making or implementation ordinary course of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility business or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Businessiii) pursuant to a mergerthe terms of (A) options and warrants outstanding and as in effect on the date hereof and (B) agreements in effect on the date hereof and expressly disclosed in writing to Carnival) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, acquisitioninterfere with, consolidationprevent or materially delay the Proposed Transaction (collectively, recapitalization, liquidation, dissolution, equity investment "Transaction Proposals") or similar transaction (agree to or endorse any such proposal or offer being hereinafter referred to as a “Proposal”), Transaction Proposal or (ii) engage propose, enter into or participate in any discussions or negotiations concerningregarding any of the foregoing, or provide furnish to any confidential other person or entity any information with respect to its business, properties or data toassets or any of the foregoing, or have otherwise cooperate in any substantive discussions way with, or assist or participate in, facilitate or encourage, any Person relating effort or attempt by any other person or entity to do or seek any of the foregoing. (b) Notwithstanding the foregoing paragraph 4(a), nothing herein shall prohibit Fairfield from (i) furnishing information pursuant to an appropriate confidentiality letter concerning Fairfield and its businesses, properties or assets to a third party who has made a Qualified Transaction Proposal (as defined below), (ii) engaging in discussions or negotiations with such a third party who has made a Qualified Transaction Proposal or (iii) enter into following receipt of a Qualified Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934, as amended, but in each case referred to in the foregoing clauses (i) through (iii) only after the Board of Directors of Fairfield concludes in good faith after consultation with ▇▇▇▇▇▇▇▇▇'s outside counsel that such action is reasonably necessary for the Board of Directors of Fairfield to comply with its fiduciary obligations to stockholders under applicable law. If the Board of Directors of Fairfield receives a Transaction Proposal, then Fairfield shall (i) immediately inform Carnival of the terms and conditions of such proposal and the identity of the person or consummate entity making it, (ii) keep Carnival informed of the status and material details of any agreement or understanding such Transaction Proposal and of all steps it is taking in response to such Transaction Proposal and (iii) provide Carnival with any Person relating to a Proposal. (b) Except copies of all documents received in connection with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any such Transaction Proposal. (c) Seller For purposes of this letter, the term "Qualified Transaction Proposal" shall promptly notify Buyer mean any Transaction Proposal (i) with respect to which any required financing is committed or, in the good faith judgment of the Board of Directors of Fairfield, after consultation with its outside financial advisors, is reasonably capable of being financed by the person making the proposal, (ii) with respect to which the Board of Directors of Fairfield shall have concluded in good faith, after consultation with its outside legal counsel and financial advisors, is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Transaction Proposal and the person making the proposal, and (iii) which would, if any inquiriesconsummated, proposals or offers related result in a transaction more favorable to Fairfield's stockholders from a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any financial point of its Subsidiaries or any view than the transactions contemplated by this letter of their respective Representativesintent.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated The Company will not authorize or permit any of its officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its stockholders or any of themAcquisition Proposal, (c) from engage in discussions with any Person other than Buyer with respect to any Acquisition Proposal, except as to disclose the sale existence of these provisions, (iv) endorse or disposition of (x) all or substantially all of the Facility or (y) recommend any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Acquisition Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iiid) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with any Person commitment contemplating or otherwise relating to a any Acquisition Proposal. (b) Except with respect . The Company and its subsidiaries will, and will use best efforts to the transaction contemplated hereincause their respective officers, Seller shall directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of their respective Representativesits subsidiaries shall be deemed to be a breach of this Section 5.5 by the Company.

Exclusivity. Seller agrees as follows: (a) Except with respect to as set forth on Schedule 7.03(a), during the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that Company shall not take, nor shall it will notpermit any of its Affiliates or Representatives to take, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent SPAC and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company Ordinary Shares or other equity securities of the Company or the issuance and sale of any securities of, or equity interests in, the Company or its Subsidiaries (other than any purchases of the Company Ordinary Shares or other equity securities of the Company by the Company from employees of the Company or its Subsidiaries or by any current equity holder of the Company or Company Shareholders, or any merger or sale of substantial assets in good working condition involving the Company or repair its Subsidiaries, other than immaterial assets or assets sold in the Ordinary Course ordinary and usual course of Business) pursuant to a mergerbusiness (each such acquisition transaction, acquisitionbut excluding the Transactions, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “ProposalAcquisition Transaction”). Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or (ii) entertain any proposals or offers or engage in any negotiations concerningor discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify SPAC of such facts and circumstances. The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or provide negotiations with any confidential information or data Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalan Acquisition Transaction. (b) Except During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, the Company Shareholders and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”), other than with the transaction contemplated hereinCompany, Seller shall immediately cease the Company Shareholders and terminatetheir respective Affiliates and Representatives. SPAC shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. Notwithstanding the foregoing and in addition thereto, the SPAC may respond to any Proposal. (c) Seller shall promptly notify Buyer if unsolicited proposal regarding a Business Combination Proposal by indicating only that SPAC is subject to an exclusivity agreement and is unable to provide any inquiriesinformation related to the SPAC, the Transactions or entertain any proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to concerning a Business Combination Proposal are sought to be initiated or continued withfor as long as that exclusivity agreement remains in effect and, it or any in such event, the SPAC shall notify Company of its Subsidiaries or any of their respective Representativessuch facts and circumstances.

Exclusivity. Seller agrees as follows: The Company will not, between the date hereof ----------- and the earlier to occur of (i) ninety (90) days from the Closing Date hereof and (ii) the consummation of a Permitted Transaction or a definitive agreement with respect to a Permitted Transaction (the "Restricted Period"), directly or ----------------- indirectly, through any officer, director, employee, agent, 5% stockholder, partner or otherwise, (a) Except solicit or initiate, or participate in discussions or negotiations with, or encourage the submission of bids, offers or proposals by (or commence negotiations with or provide any information to), any Person with respect to an acquisition of the Company, its business or assets, or any interest therein, other than Investor, or (b) provide any non-public information concerning the Company, its business or assets, to any Person, other than Investor, except for product developers, distributors, publishers and licensees under agreements with the Company entered into in the ordinary course of business consistent with past practices, and except for the Company's lender. Notwithstanding the foregoing, the Company may entertain a written unsolicited bid or proposal from, and provide non-public information to, any party who delivers such a written bid or proposal with respect to an acquisition of the Company, its business or assets, but only if and so long as the Board determines in good faith by a majority vote (with the written concurring and concurrent advice from outside legal counsel) that failing to entertain such written bid or proposal would constitute a breach of the fiduciary duties of the Board under applicable law. The Company shall notify Investor in writing promptly upon receipt of any bids, offers or proposals received, written or oral. The Company further agrees that it will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers from other parties with respect to the transactions contemplated by this Asset Purchase AgreementCompany, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage business or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromassets, or any negotiations interest therein. The Company shall not commence any proceeding to merge, consolidate, liquidate or discussions related dissolve the Company or obligate itself to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesdo so.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries directors, officers, managers, employees, Affiliates and its other agents and their respective Representatives not to: (a) encourage, (i) initiate, solicit, facilitate, seek, knowingly encourage seek or inducerespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or any of its Subsidiaries, or which would reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a “Proposal”), (b) continue, engage in, initiate or (ii) engage in otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal Proposal, (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiid) enter into or consummate any agreement or understanding a Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall immediately cease notify the Buyer in writing promptly (and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, in any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. event within two (c2) Seller shall promptly notify Buyer Business Days after the receipt of) if (i) any inquiries, proposals or offers related to a Proposal are received by, (ii) any confidential information or data is requested from, or (iii) any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any other agents and Representatives of its Subsidiaries or the Seller and shall, in any such notice to the Buyer, identify the terms and conditions of their respective Representativesany such Proposal and shall provide the Buyer with copies of any written materials in connection therewith, but shall not be required to disclose the identity of any Person making any such Proposal.

Exclusivity. Seller (a) HD, each Subsidiary, Parent, Sub and each of their respective officers, directors and employees, covenants and agrees that, from the date hereof until the earlier to occur of (i) the Closing or (ii) the termination of this Agreement in accordance with Section 8.1 (the “Exclusivity Period”), it and each of them shall forebear from directly or indirectly negotiating, soliciting or accepting any offer with or from any other Person to purchase, acquire, or merge or combine with, as followsapplicable, HD, any Subsidiary, Parent or Sub or any capital stock or assets of the foregoing, or any interest in any of the foregoing. Without limiting the generality of the foregoing: (ai) Except with respect to During the transactions contemplated by this Asset Purchase AgreementExclusivity Period, the Seller agrees that it will HD, each Subsidiary, Parent and Sub shall not, and nor will it will cause authorize or permit any of its Subsidiaries and its and their respective Representatives not officers, directors, affiliates, stockholders or employees or any investment banker, attorney or other advisor or representative retained by any of them to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (A) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as defined in clause (ii)), (B) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its stockholders or any of themAcquisition Proposal, (C) from engage in discussions with any Person other than Buyer with respect to any Acquisition Proposal, except as to the sale existence of these provisions, (D) approve, endorse or disposition of (x) all or substantially all of the Facility or (y) recommend any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Acquisition Proposal or (iiiE) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with any Person commitment contemplating or otherwise relating to a any Acquisition Proposal. (b) Except with respect to the transaction contemplated herein. HD, Seller each Subsidiary, Parent and Sub shall immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of HD, any Subsidiary, Parent or Sub or any investment banker, attorney or other advisor or representative of HD, any Subsidiary, Parent or Sub shall be deemed to be a breach of this Section 6.8 by HD, any Subsidiary, Parent or Sub, as the case may be. (cii) Seller For purposes of this Agreement, “Acquisition Proposal” shall promptly notify Buyer if mean any inquiriesbona fide offer or proposal (other than an offer or proposal by Parent) relating to any Acquisition Transaction. For the purposes of this Agreement, proposals “Acquisition Transaction” shall mean any transaction or offers series of related to a Proposal are received bytransactions other than the transactions contemplated by this Agreement involving: (A) any acquisition or purchase from HD, any confidential information Subsidiary, Parent or data is requested fromSub by any Person or “group”(as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 35% interest in the total outstanding voting securities of HD, any Subsidiary, Parent or Sub or any negotiations tender offer or discussions related to a Proposal are sought to be initiated exchange offer that if consummated would result in any Person or continued with“group”beneficially owning 35% or more of the total outstanding voting securities of HD, it any Subsidiary, Parent or Sub or any merger, consolidation, business combination or similar transaction involving HD, any Subsidiary, Parent or Sub pursuant to which the stockholders of its Subsidiaries HD, such Subsidiary, Parent or Sub, as the case may be, immediately preceding such transaction hold less than 65% of the equity interests in the surviving or resulting entity of such transaction; (B) any sale, lease (other than in the ordinary course of their respective Representativesbusiness), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 25% of the assets of HD, any Subsidiary, Parent or Sub; or (C) any liquidation or dissolution of HD, any Subsidiary, Parent or Sub.

Exclusivity. Seller The Company agrees as follows: that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the Company shall not, and shall take all action necessary to ensure that none of its Subsidiaries or any of the Affiliates or Representatives of the Company or any of its Subsidiaries, (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsolicit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicitconsider, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of accept any proposal or offer than constitutes an Acquisition Proposal or (includingb) participate in any discussions, without limitationconversations, negotiations or other communications regarding, or furnish to any other Person information with respect to, or otherwise cooperate, assist or participate in, facilitate or encourage the submission of, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)that constitutes, or (ii) engage in any negotiations concerning, or provide any confidential information or data could reasonably be expected to lead to, or have any substantive discussions withan Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding conversations, negotiations and other communications with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties Persons conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals by the Company or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesAffiliates and Representatives with respect to any of the foregoing. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Acquiror. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger): (i) any direct or indirect acquisition or purchase of the capital stock of the Company or any of its Subsidiaries or all or substantially all of assets of the Company or any of its Subsidiaries, (ii) any merger, consolidation or other business combination relating to the Company or any of its Subsidiaries or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries.

Exclusivity. Seller In consideration of the considerable time, effort and expense to be undertaken by the parties in connection with the Transactions, each of the parties agrees as follows:that during the period beginning from the date of execution of this Agreement and ending on the Outside Closing Date (the “Exclusivity Period”): (a) Except during the Exclusivity Period, each of the Sellers and the Company will not, and will cause their officers, directors, employees, consultants and legal and financial representatives (collectively, “Representatives”) not to, directly or indirectly (i) solicit or initiate or enter into discussions, negotiations or transactions with, or encourage, or provide any information to, any Person, other than BOXL and its affiliates, concerning any transaction with respect to the transactions contemplated by this Asset Purchase Agreementdirect or indirect sale, transfer, license or other disposition of Company Shares, the Seller agrees that it will notCompany or any member of the Company, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation equity interests of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all member of the Facility Company or their assets, properties or Business (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in outside of the Ordinary Course of the Business) pursuant to a ), whether by purchase, asset sale, stock sale, merger, acquisition, consolidation, recapitalization, liquidationexclusive license or otherwise, dissolution, equity investment or any similar transaction that would reasonably be expected to prohibit or materially impair the Transactions (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Sale Transaction”), or (ii) engage enter into any letter of intent, agreement in principle or other agreement or commitment with any negotiations concerningsuch Person in connection with a Competing Sale Transaction, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into any other business arrangement with such Person which could reasonably be expected to delay or consummate any agreement or understanding with any Person relating to a Proposalpreclude the consummation of the Transactions contemplated by this Agreement. (b) Except during the Exclusivity Period, BOXL will not, and will cause their Representatives (as defined below) not to, directly or indirectly (i) solicit or initiate or enter into discussions, negotiations or transactions with, or encourage, or provide any information to, any Person (other than Seller) concerning any transaction with respect to the direct or indirect purchase, transfer, license or acquisition of the assets, business or properties of any such Person, whether by purchase, asset purchase, stock purchase merger, consolidation, recapitalization, exclusive license or otherwise, or any similar transaction that would reasonably be expected to prohibit or materially impair the Transactions contemplated hereinby this Agreement (a “Competing Purchase Transaction”), Seller shall immediately cease and terminateor (ii) enter into any letter of intent, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions agreement in principle or negotiations other agreement or commitment with any parties conducted heretofore such Person in connection with respect a Competing Purchase Transaction, or enter into any other business arrangement with such Person which could reasonably be expected to any Proposaldelay or preclude the execution of a definitive Agreement with the Sellers by the expiration of the Exclusivity Period. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related Each party represents to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the other that neither it or nor any of its Subsidiaries Affiliates or shareholders is party to or bound by any binding or non-binding agreement or understanding with respect to any Competing Sale Transaction or Competing Purchase Transaction. (d) Without limiting any other rights or remedies available to it under this Agreement or applicable law, if at any time during the Exclusivity Period, (i) either party breaches the provisions of their respective Representatives.this Section 6.5, the party who has breached the provisions of this Section 6.5 shall pay to the non-breaching party, as punitive damages, an amount equal to (i) the amount of non-breaching party’s reasonable costs and expenses (including attorneys’ fees and costs) incurred in connection with this Agreement and the Transactions, plus (ii) the additional sum of $1,000,000. The foregoing payment shall be, in addition to, and not in lieu of, any right of the non-breaching party to injunctive relief, specific performance of this Agreement or other equitable remedies then available,

Exclusivity. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 14.01, the Seller agrees as follows: Parties and the Company shall not, and shall cause their respective Affiliates, directors, officers, employees, investment bankers and other representatives not to, directly or indirectly (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsolicit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicitor continue any discussions or negotiations with, authorize, recommend, propose, assist, facilitate, seekknowingly encourage, knowingly encourage or inducetake any action to, directly or indirectly, knowingly encourage, initiate, solicit or engage in discussions or negotiations with, or provide any inquiries or the making or implementation of information to any proposal or offer (includingPerson, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than the Buyer Parties and their Affiliates, concerning any Acquisition Proposal, (b) provide or continue to provide information or documentation (or access to such documentation) with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) Group Companies to any material Purchased Assts located at the Facility (Person, other than replacement at Seller’s discretion the Buyer Parties and their Affiliates and their respective designated representatives, relating to, or in connection with, an Acquisition Proposal, (c) commence, continue or renew any due diligence investigation regarding continue or otherwise knowingly participate in any discussions regarding, or furnish to any Person any information with substantially equivalent assets respect to, or cooperate in good working condition or repair in the Ordinary Course of Business) pursuant any way that would otherwise reasonably be expected to a mergerlead to, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Acquisition Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iiid) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to Person, other than the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its Buyer Parties and their respective Representatives immediately Affiliates, regarding or effecting an Acquisition Proposal. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to cease and terminateSection 14.01, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect the Company agrees to any Proposal. (c) Seller shall promptly notify Buyer if in writing reasonably promptly (and in no event later than twenty-four (24) hours) following receipt of any inquiries, unsolicited proposals or offers related to a inquiries regarding an Acquisition Proposal are received by, any confidential and provide information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any regarding the terms of its Subsidiaries or any such proposal (including the identity of their respective Representativesthe Person submitting the proposal).

Exclusivity. Seller agrees as follows: From and after the date hereof through the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), the Company shall not, and shall cause its officers, directors, controlling persons, equityholders, employees, representatives, agents, advisors and Affiliates (collectively, the “Company Representatives”) not to, directly or indirectly: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsubmit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induceotherwise facilitate or discuss or enter into any agreement or accept any inquiry, directly proposal, offer or indirectlydiscussion with any party (other than Parent or its Affiliates) concerning any Acquisition Proposal; (b) furnish any information concerning the business, properties or assets of the Company to any inquiries Person (other than Parent or the making or implementation of any its Affiliates) in connection with an inquiry, proposal or offer for an Acquisition Proposal; or (includingc) engage in discussions or negotiations with or otherwise facilitate or assist any party (other than Parent or its Affiliates) concerning any such inquiry, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to for an Acquisition Proposal. From and after the sale or disposition of (x) all or substantially all date hereof, the Company shall promptly advise Parent in writing of the Facility or (y) receipt of any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a mergerinquiry, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as for an Acquisition Proposal and provide details of such Acquisition Proposal and a “copy of any written communication regarding any Acquisition Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller . The Company shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties Persons (other than Parent or its Affiliates) conducted heretofore with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if . The Company represents that neither it nor any inquiriesof Company Representatives will, proposals by pursuing the Transactions, violate the terms of any other agreement or offers related obligation to a Proposal are received by, any confidential information or data is requested from, which they or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativessuch Company Representative is subject.

Exclusivity. Seller agrees as follows: (a) Except with respect to From and after the transactions contemplated by date of this Asset Purchase Agreement until the earlier of the Closing or the termination of this Agreement, none of the Seller agrees that it will notExisting Member, the Company, or any of their respective Affiliates shall, directly or indirectly, and it will shall cause its Subsidiaries and its and each of their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly: (a) make any Competing Proposal or join with, or invite, any inquiries Person or group of Persons to be involved in the making or implementation of any proposal or offer Competing Proposal; (includingb) provide any information regarding the Company, without limitation, any proposal or offer to its stockholders Opco or any of them) from their Affiliates or afford access to the assets, business, properties or Books and Records to any Person or groups of Persons, in each case, for the purpose of assisting with, facilitating or encouraging a Competing Proposal; (c) solicit, knowingly encourage, knowingly facilitate, knowingly induce, or enter into any negotiation or discussion with any Person or group of Persons regarding a Competing Proposal; (d) enter into any letter of intent, agreement in principle, acquisition agreement, or any other than Buyer with Contract or arrangement, whether written or oral, relating to any Competing Proposal; (e) provide, arrange, offer to provide, or otherwise knowingly assist in the provision of equity or debt financing in respect of any Competing Transaction or Competing Proposal; or (f) consummate any Competing Transaction; provided, however, that the New Member hereby acknowledges that prior to the sale or disposition date of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant this Agreement, Opco has provided information relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data Opco and has afforded access to, or have any substantive and engaged in discussions with, other Persons in connection with a proposed Competing Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Competing Transaction without any Person relating breach by Opco of this Section 6.09. Each of the Existing Member, the Company, and their respective Affiliates shall, and shall cause each of their respective Representatives, to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, suspend any existing activities, including discussions or negotiations with any parties Person conducted heretofore with respect to any Competing Proposal. (c) Seller shall promptly notify Buyer if . Notwithstanding the foregoing, the Existing Member and the Company may respond to any inquiries, unsolicited proposal regarding a Competing Transaction by indicating that the Existing Member and the Company are subject to an exclusivity agreement and is unable to provide any information related to Opco or the Company or entertain any proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to concerning a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesCompeting Transaction for as long as that exclusivity agreement remains in effect.

Exclusivity. From and after the date hereof, Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will shall not, and it will shall cause its Subsidiaries and its and their respective Representatives Affiliates not to, directly or indirectly, (ia) initiate, solicit, facilitate, seekencourage, knowingly encourage discuss, negotiate or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if accept any inquiries, proposals or offers with respect to (i) the acquisition, in a single transaction or a series of related to a Proposal are received bytransactions, of any confidential information of the outstanding shares of any class or data is requested from, series of equity securities or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it debt securities of the Company or any of its Subsidiaries or any interests therein, (ii) the acquisition (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of their respective Representativesrelated transactions, of a material portion of the assets and properties of the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or combination of the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition Transaction”), or (b) enter into any contract or agreement concerning or relating to an Acquisition Transaction, in each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, proposal or offer with respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, or obtains information that such an inquiry, proposal or offer is likely to be made, Seller shall provide Buyer with immediate notice thereof, which notice shall include the terms of, and the identity of the person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any and all discussions or negotiations with any third party with respect to, or that could reasonably be expected to lead to, an Acquisition Transaction. Prior to the Closing, Seller shall not transfer, dispose of or put an Encumbrance on the equity securities of the Company or any of its Subsidiaries.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notCompany, any Shareholder nor any of their affiliates shall, and it will each of them shall cause its Subsidiaries respective directors, shareholders, employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "AGENT") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, an acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Shareholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than FASTNET) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Shareholders shall notify Buyer FASTNET immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries or any of their respective Representativesthis Section 7.9.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will Company, the Indemnity Unitholder and their affiliates shall not, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of themthe Indemnity Unitholder) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, an acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction merger contemplated hereinhereby. If the Company or the Indemnity Unitholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than Integra) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Indemnity Unitholder shall notify Buyer Integra immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries or any of their respective Representativesthis Section 5.9.

Exclusivity. Seller agrees as follows: (a) Except In consideration of the time, effort and other expense expended by ▇▇▇▇▇ in connection with respect to the transactions contemplated by this Asset Purchase AgreementContemplated Transactions, the Seller agrees that it Sellers will not, and it will cause its Subsidiaries the Seller Affiliates and its and each of their respective Representatives not to, after the date of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (ia) initiate, solicit, facilitate, seekinitiate, knowingly encourage continue, respond to or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore Person, directly or indirectly (whether such negotiations are initiated by Sellers, any of their Representatives or otherwise), other than Buyer (or its designated Representatives), relating to (i) the possible acquisition or lease of any of the Purchased Assets (or a material portion thereof, other than sales, leases or other dispositions in the ordinary course of business) or any direct equity interest in any Seller (including by merger or consolidation) or 50% or more of any equity interest in any entity that indirectly owns any of the Purchased Assets (including by merger or consolidation) or (ii) any other similar significant transaction involving the Purchased Assets (each, an “Alternative Transaction”); (b) provide information or documentation with respect to any Proposal. of the Purchased Assets to any Person, other than Buyer (or its designated Representatives) or as required by Law, relating to an Alternative Transaction; (c) afford any access to the Seller Employees, Facilities or Purchased Assets to any person or entity, other than Buyer (or its designated Representatives), relating to an Alternative Transaction; (d) enter into an understanding, arrangement or agreement with any Person, other than Buyer (or its designated Representatives), providing for an Alternative Transaction; or (e) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer or proposal by any Person, other than Buyer (or its designated Representatives), relating to an Alternative Transaction. If any Seller or any of its Representatives receives any inquiry, offer or proposal relating to an Alternative Transaction, then such Seller shall promptly notify Buyer if thereof, including information as to the substance of such inquiry, offer or proposal but excluding the identity of the Person making such inquiry, offer or proposal, unless Seller is prohibited from so notifying Buyer pursuant to any inquiriesnon-disclosure agreement in effect as of the date hereof. Notwithstanding the foregoing, proposals (1) Sellers and the Seller Affiliates shall be permitted to engage in any direct or offers related indirect sale, purchase, joint venture, management, clinical integration or service line development arrangement or similar transaction with any Person, so long as such arrangement or transaction does not relate to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries the Purchased Assets, and (2) Sellers and the Seller Affiliates may directly and indirectly engage in corporate-level acquisitions, dispositions or any similar transactions of their respective Representativesthe stock or securities of Seller Guarantor, including macro-level mergers, recapitalizations or reorganizations, so long as the acquiror remains bound by the terms of this Agreement.

Exclusivity. Seller agrees Except as follows: (a) Except with respect to set forth on Schedule 9.4, neither the transactions contemplated by this Asset Purchase AgreementCompany nor the Manager, any of the Seller agrees that it will not, and it will cause its Subsidiaries and its and Class A Members nor anyone acting on their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or inducebehalf is currently involved, directly or indirectly, in any inquiries or activity which is intended to, nor for so long as this Agreement is in effect, shall the making or implementation of any proposal or offer (includingCompany, without limitation, any proposal or offer to its stockholders the Manager or any of themthe Class A Members or anyone acting on their behalf, directly or indirectly, (i) from encourage, solicit, initiate or participate in discussions or negotiations with, or provide any Person information to or cooperate in any manner with any Person, other than Buyer with respect to the sale Purchaser or disposition of its Affiliates (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a collectively “ProposalExcluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any of the Companies’ assets (other than in the ordinary course of business), the Units or any capital stock, membership interests or other securities of the Company or any of its Subsidiaries, whether such transaction takes the form of a sale of units, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership, (ii) engage otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Companies’ assets (other than in the ordinary course of business), the Units or any negotiations concerningcapital stock, membership interests or other securities of the Companies, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or provide issuance of debt securities or making of a loan or any confidential information joint venture or data to, or have any substantive discussions with, any Person relating to a Proposal partnership or (iii) enter into or consummate any agreement such transaction or understanding with accept any Person relating offer or agree to engage in any such transaction. The Company or the Members shall promptly (within 24 hours) communicate to Purchaser the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a Proposal. manner reasonably acceptable to Purchaser. The notice of the Company and each Member under this Section 9.4 shall include the identity of the person making such proposal or offer, copies (bif written) Except or a written description of the terms (if oral) thereof and any other such information with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalthereto as Purchaser may reasonably request. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will Company, the Stockholders and any of their affiliates shall not, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Except as contemplated by Section 5.5, neither Seller agrees as follows: nor any CenturyTel Entity shall (aand Seller shall not cause or permit any of its Affiliates or any CenturyTel Entity or Cellular Entity to) Except (i) solicit, initiate or encourage the submission of any proposal or offer from any Person relating to, or cause or allow to occur, any Acquisition with respect to the transactions contemplated by this Asset Purchase Agreementor involving a CenturyTel Entity, the Cellular Entity or any Affiliate of Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage owns or induceControls, directly or indirectly, any inquiries Shares, Affiliate Assets, Cellular Interests or the making other assets, properties or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all rights of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in cause or allow to occur any negotiations concerningchange of Control of any CenturyTel Entity, Cellular Entity, or provide any confidential information Affiliate of Seller that owns or data toControls, directly or have any substantive discussions withindirectly, any Person relating to a Proposal Shares, Affiliate Assets, Cellular Interests or other assets, properties or rights of the Business, or (iii) enter into continue or consummate participate in any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations regarding, furnish any information with respect to, assist or participate in or facilitate in any parties conducted heretofore other manner any effort or attempt by any Person to do or seek any of the foregoing. If any Person makes any proposal, offer, inquiry or contact with respect to any Proposalof the foregoing, Seller will immediately provide Buyer with a copy (or, if not in writing, a written description of the terms and other details) of such proposal, offer, inquiry or contact. Notwithstanding clause (ii) of this Section 5.12, a change of Control of Seller by way of merger, consolidation or reorganization in which the Seller is a constituent corporation or party to such transaction shall not be prohibited by this Section if the successor corporation or entity (and, if the successor corporation or entity is not the ultimate parent corporation or entity as a result of such transaction, the ultimate parent corporation or entity) expressly assumes in writing all of Seller's obligations under and agrees to comply with this Agreement. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated by this Asset Purchase AgreementTransactions, the Seller Company agrees that it will not, and it will use its reasonable best efforts to cause its Subsidiaries directors, officers, and its and their respective Representatives employees not to, and it shall direct its Affiliates and other agents and representatives (iincluding any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders Stockholders or any of themthem individually) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any a Contract, agreement or understanding with any Person relating to a Proposal. . If the Company or any Agent has provided any Person (bother than Buyer’s or the Company’s Agents) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries respective directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or any request, and shall include a true and complete copy of their respective Representativessuch Proposal, inquiry or request, if in writing.

Exclusivity. In consideration of the time, effort and other expense expended by Buyer in connection with the Contemplated Transactions, Seller agrees as follows: (a) Except with respect to and the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it Unitholders will not, and it will cause its Subsidiaries the Seller Affiliates and its and each of their respective Representatives not to, after the Execution Date and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (ia) initiate, solicit, facilitateencourage, seekrespond to, knowingly encourage or induce, directly or indirectly, otherwise facilitate any inquiries or the making proposals or implementation of enter into or continue any proposal discussions, negotiations, understandings, arrangements or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility agreements (other than replacement at Seller’s discretion with substantially equivalent assets Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Purchased Assets or any equity interest in good working condition any entity that directly or repair in indirectly owns or leases any portion of the Ordinary Course Business or any material portion of Business) pursuant to a merger, acquisition, the Purchased Assets (including by merger or consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (ii) engage any management or lease arrangement in connection with the business and operation of the Business; or (iii) any negotiations concerning, other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any confidential information assistance, information, documents or data to, or otherwise cooperate or have any substantive discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a Proposal possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction; or (iiid) enter into otherwise assist or consummate facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement or understanding with by any Person (other than Buyer or their Representatives) relating to a Proposal. (b) Except with respect possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by Seller, the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateUnitholders, any existing activitiesSeller Affiliate, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives from a Person (other than Buyer or its Representatives), Seller and the Unitholders will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Seller’s unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Seller and the Unitholders agree and acknowledge that the violation of the covenants or agreements in this Section 6.10 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the Execution Date, Seller and the Unitholders shall, and shall cause the Seller Affiliates to, request that (i) all Confidential Information previously disclosed to any other Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to Seller; (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed; and (iii) the receiving party of such Confidential Information provide Seller and the Unitholders a written certification of an officer of the receiving party that the foregoing clauses (i) and (ii) have been satisfied.