Common use of Exclusivity Clause in Contracts

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to Unless this Agreement and the transactions contemplated herebyshall have been terminated in accordance with Section 3.1, the Company, the Stockholders and any of their affiliates shall noteach Stockholder agrees not to, and each of them shall cause its respective employeesits, agents and representatives (including, without limitation, any investment banking, legal his or accounting firm retained by it her Affiliates or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) accept, initiate, solicit or seekrespond to, directly or indirectlyencourage, any inquiries or the making or implementation of any proposal or offer (includingentertain, without limitationsolicit, any proposal or offer to its shareholders or any of them) negotiate, provide information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 discuss other offers for an "Acquisition Proposal"), or ; (b) engage furnish or disclose any non-public information to any Person in any negotiations concerningconnection with, or provide any confidential information or data that could reasonably be expected to lead to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to make, implement do or accept seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal, or . Each Stockholder agrees to (dA) enter into or consummate notify the Company and 7GC promptly upon receipt (and in any agreement or understanding with event within forty-eight (48) hours after receipt) of any person or entity relating to an Acquisition Proposal, except for and to describe the Merger contemplated hereby. If terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any Stockholderfurther discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any of their respective Agents, have provided discussions or negotiations with any person or entity Persons (other than UniCapital7GC and its Representatives) that may be ongoing with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related respect to an Acquisition Proposal are received by, and terminate any confidential information or such Person’s and such Person’s Representative’s access to any electronic data is requested room. Each Stockholder shall not release any third party from, or waive, amend or modify any negotiations standstill or discussions related confidentiality provision with respect to an Acquisition Proposal are sought in any agreement to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10which such Stockholder is a party.

Exclusivity. Except with respect to From and after the date of this Agreement and ending on the transactions contemplated herebyearlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives Seller (including, without limitation, any investment bankingfor this purpose its officers, legal or accounting firm retained by it or them directors, representatives, affiliates, employees and any individual member or employee of the foregoingagents) (each, an "Agent") not to, (a) initiate, solicit or seekwill not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any inquiries information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with any of the foregoing. For the purpose of this Section 5.13, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employees, agents, representatives, directors or affiliates is party to or bound by any Contract with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the making Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or implementation of any proposal or offer request (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion the identity of the assets or any equity securities Person making, and the terms of, the Company (any such proposal Acquisition Proposal or offer being hereinafter referred to as an "Acquisition Proposal"request), or (b) engage in subject to any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for confidentiality obligations existing as of the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10date hereof.

Exclusivity. Except with respect Prior to this Agreement the Closing Date and the transactions contemplated herebydate on which this Purchase Agreement is terminated pursuant to Article VIII, the Company, the Stockholders and any of their affiliates Seller shall not, and each shall not permit any of them shall cause its respective employees, agents and representatives (including, without limitation, Representatives or any investment banking, legal or accounting firm retained by it or them and any individual member or employee employees of the foregoing) (each, an "Agent") not Bank of America Corporation’s Global Principal Investment Group to, (a) initiate, solicit or seek, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any inquiries or the making or implementation of any proposal or offer (including, without limitationinformation to, any proposal Person regarding any potential sale, assignment, transfer or offer to its shareholders other disposition (including of a beneficial or any of themeconomic interest) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, Subject Interest (each such transaction similar in nature to the Company (any such proposal or offer transactions contemplated by this Purchase Agreement being hereinafter referred to herein as an "Acquisition Proposal"“Alternative Transaction”), or other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) engage discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to favor of an Acquisition Proposal, acquisition of the Subject Interest by an Affiliate of Seller, (c) otherwise cooperate in any effort discussions with current employees of Seller or attempt its Affiliates who are to make, implement become members or accept an Acquisition Proposal, or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) enter into or consummate discussions and transactions as required by and in compliance with the terms of any agreement or understanding agreements to which any Seller is party with any person Portfolio Company or entity relating with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to an Acquisition Proposalany inquiries or proposals from any third party regarding the Subject Interest, except solely for the Merger contemplated hereby. If purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the Company duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any StockholderAffiliates of Seller with respect to the Portfolio Company (and not, or any for the avoidance of their respective Agentsdoubt, have provided any person or entity (other than UniCapital) with any confidential information or data relating respect to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to Seller’s ownership interests in the first sentence underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of this Section 8.10the Portfolio Company that are not Subject Interests.

Exclusivity. Except with respect Prior to the earlier of the Contribution Closing or the termination of this Agreement Agreement, unless otherwise mutually agreed in writing by BLUM and the transactions contemplated herebyFreeman Spogli, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employeesthe Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, agents and representatives if applicable) will (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoingi) (each, an "Agent") not to, (a) initiate, solicit or seeknot, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making or implementation of any proposal or offer (including, without limitationof, any proposal or offer to its shareholders or any of them) with respect to, or a transaction to effect, a merger, acquisitionreorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involvinginvolving CBRE or any of its subsidiaries, or any purchase or sale of all 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any portion purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the assets total voting power of CBRE (or of the surviving parent entity in such transaction) or any equity securities ofof its subsidiaries, in each case other than the Company Transactions (any such proposal proposal, offer or offer transaction (other than the Transactions) being hereinafter referred to as an a "Competing Acquisition Proposal"), (ii) vote or consent (b) engage or cause to be voted or consented), in any negotiations concerning, person or provide any confidential information or data to, or have any substantive discussions withby proxy, any person relating to Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an Acquisition Proposaladjourned or postponed meeting) of stockholders of CBRE, (ciii) not, directly or indirectly, sell, transfer or otherwise cooperate dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in any effort or attempt the case of Freeman Spogli, the warrant to make, implement or accept an Acquisition Proposal, or acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (div) not enter into or consummate any agreement or understanding agreement, xxxxxxxxxx xx arrangement that is inconsistent with any person or entity relating to an Acquisition Proposal, except for of the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10foregoing.

Exclusivity. Except with respect to (a) From and after the date of this Agreement and until the transactions contemplated herebyClosing or termination of this Agreement pursuant to Section 8, the CompanyAcquired Company will not, the Stockholders and nor will it authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, Affiliates or employees or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate 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 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 Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or offer recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to its shareholders any Acquisition Proposal. The Seller Parties and the Acquired Company’s subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, 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 sentence by any officer, director or employee of the Acquired Company or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, its subsidiaries or any purchase investment banker, attorney or other advisor or representative of all the Acquired Company or any portion of its subsidiaries shall be deemed to be a breach of this Section 5.3 by the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or Acquired Company. (b) engage In addition to the obligations of the Acquired Company set forth in Section 5.3(a), the Acquired Company as promptly as practicable shall advise Purchaser in writing of any negotiations concerning, Acquisition Proposal or provide of any confidential request for nonpublic information or data to, or have any substantive discussions with, any person relating other inquiry which the Acquired Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (c) otherwise cooperate in to the extent known), and the identity of the person or group making any effort such request, inquiry or attempt to make, implement or accept an Acquisition Proposal. The Acquired Company agrees to keep Purchaser informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, inquiry or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to During the period from the date of this Agreement and through the transactions contemplated herebyClosing or the earlier termination of this Agreement pursuant to Section 5, the Company, the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its their respective employees, agents Affiliates and representatives (including, without limitation, 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, (a) initiate, solicit or seekto not, directly or indirectly, any inquiries (a) solicit, initiate or knowingly encourage the making or implementation initiation of any Acquisition Proposal (as defined below), (b) other than as permitted pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees) access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition Proposal. Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal return to Sellers or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any of its representatives by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (includingother than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), without limitation, any proposal (b) direct or offer to its shareholders indirect acquisition (whether in a single transaction or a series of related transactions) of any of themthe Company, Holdings and their subsidiaries, or (c) with respect to a merger, acquisitionconsolidation, consolidationshare exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion involving the business of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, and Holdings or any of their respective Agentssubsidiaries, have provided any person or entity (in each case, other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of transactions contemplated by this Section 8.10Agreement.

Exclusivity. Except with respect to (a) From the date of this Agreement and ending on the transactions contemplated herebyearlier of (i) the Closing and (ii) the termination of this Agreement, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (A) enter into, solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingproposals by, 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 an "Acquisition Proposal"), or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to makeway regarding a Company Acquisition Proposal (as defined herein), implement or accept an Acquisition Proposal, or (dB) enter into or consummate any agreement regarding, continue or understanding 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, any Company Acquisition Proposal or (C) commence, continue or renew any due diligence investigation regarding any Company Acquisition Proposal; 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 7.4. The Company shall, and shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person or entity relating conducted heretofore with respect to an any Company Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, except for his or her consideration of a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the Merger contemplated herebydate hereof. If For purposes hereof, “Company Acquisition Proposal” means any inquiry, proposal or offer concerning the sale of any material assets of the Company or any Stockholder, Company Subsidiary outside the ordinary course of business or any of their respective Agentsthe Equity Securities of the Company or any Company Subsidiary or any merger, have provided consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition ProposalCompany Subsidiary, then they shall request in each case excluding the immediate return thereof. The Company Convertible Financing and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10PIPE Financing.

Exclusivity. Except with respect DLJMB is aware that, prior to the date of this Agreement and the transactions contemplated herebyAgreement, the CompanyCompany has had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by DLJMB. Notwithstanding the foregoing, the Stockholders and any of their affiliates Company agrees that it shall not, and each shall not permit any of them shall its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"including Xxxxxx X. Xxxxx) not to, at any time during the sixty (a60) initiate, solicit or seekday period commencing on the date hereof (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or encourage submission of further proposals or offers from any inquiries person, other than DLJMB, relating to any acquisition or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any a significant portion of the assets of, including any river boat or other gaming facility or any contract to manage any gaming facility, or any equity securities ofinterest in, the Company, any of its subsidiaries or affiliates controlled by the Company or any business combination involving the Company or any of its subsidiaries or affiliates controlled by the Company, or the declaration or payment of any dividend or any change in the public debt or capital structure of the Company or any of its subsidiaries or affiliates controlled by the Company, (b) further participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than DLJMB to do or seek any of the foregoing. During the Exclusivity Period, (x) the Company shall promptly advise DLJMB if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform DLJMB of all the terms and conditions thereof, and shall furnish to DLJMB copies of any such written proposal or offer and the contents of any communications in response thereto (it being hereinafter referred understood that the Company shall not be required to as an "Acquisition Proposal"take any action pursuant to this clause (x) that would violate any pre-existing confidentiality obligation enforceable against the Company), or and (by) engage in the Company shall not waive any negotiations concerningprovisions of any “standstill” agreements between the Company and any party. During the Exclusivity Period, the Company shall not, without the consent of DLJMB, enter into, or provide commit to enter into, any confidential information material transaction outside the ordinary course of business or data any transactions of the type described in Paragraph 1(a). In addition, the Company agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or negotiations with any party other than DLJMB or its affiliates that relate to, or have any substantive discussions withmay reasonably be expected to lead to, any person relating to an Acquisition Proposaltransaction outside of the ordinary course of business, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding consistent with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholderits past practices, or any transaction of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereoftype described in Paragraph 1(a). The Company and shall have the Stockholders right to terminate the Exclusivity Period upon five (5) days prior written notice to DLJMB if DLJMB terminates discussions regarding the potential Transaction or otherwise abandons or ceases to actively pursue the Transaction prior to the expiration of the Exclusivity Period. If DLJMB notifies the Company that DLJMB is terminating discussions regarding the potential Transaction, then the Company shall notify UniCapital have the right to immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in terminate the first sentence of this Section 8.10Exclusivity Period.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Parent shall not, and each of them shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer (includingthat constitutes, without limitationor could reasonably be expected to result in or lead to, any proposal or offer to its shareholders or any of them) with respect to Business Combination other than the Transactions (a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition “Business Combination Proposal"”), or (bii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or have any substantive discussions withrequest for information that constitutes, or could reasonably be expected to result in or lead to, any person relating to an Acquisition Business Combination Proposal, (ciii) otherwise cooperate in approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any effort or attempt to make, implement or accept an Acquisition Business Combination Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (dv) enter into propose, resolve or consummate agree to do, or do, any agreement of the foregoing. Parent also agrees that, immediately following the execution of this Agreement, it and the Sponsor shall, and shall cause each of their respective Subsidiaries and its and their Representatives to, cease any solicitations, discussions or understanding negotiations with any person Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination Proposal or entity relating any inquiry or request for information that could reasonably be expected to an Acquisition lead to, or result in, a Business Combination Proposal. Parent also agrees that within five (5) Business Days of the execution of this Agreement, except for Parent shall request each Person (other than the Merger contemplated herebyparties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of a Business Combination Proposal (and with whom Xxxxxx has had contact in the twelve (12) months prior to the date of this Agreement regarding a Business Combination Proposal) to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries. If the Company a party or any Stockholderof its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than two (2) Business Days after such party becomes aware of such inquiry or proposal) notify such Person in writing of the terms of this Section 7.06. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.06 by any of Parent’s Subsidiaries, or any of their Parent’s or its Subsidiaries’ respective AgentsRepresentatives acting on Parent’s or one of its Subsidiaries’ behalf, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.107.06 by Parent.

Exclusivity. Except Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement and the transactions contemplated herebywith respect to any Non-Consenting Investor pursuant to Section 2.4.1, the Company, foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Stockholders Transactions with respect to any and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives all Rollover Shares beneficially owned by it/him/her (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee rights under Section 238 of the foregoing) Companies Act (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or as defined under the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"Support Agreement), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10).

Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyEffective Time or, if earlier, the Companyvalid termination of this Agreement in accordance with Section 10.01, the Stockholders and any of their affiliates Acquiror shall not, and each of them shall use cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Subsidiaries not to, and shall use its reasonable best efforts to cause their respective Representatives not to, directly or indirectly: (ai) initiate, solicit or seek, directly knowingly encourage or indirectly, knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer that constitutes any Competing Proposal; (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (bii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or have request for information that constitutes any substantive discussions withCompeting Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any person Competing Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to an Acquisition any Competing Proposal; or (v) resolve or agree to do any of the foregoing. (b) Acquiror also agrees that immediately following the execution of this Agreement it shall, (c) otherwise cooperate in and shall cause each of its Subsidiaries to, use its reasonable best efforts to cause their respective Representatives to, cease any effort solicitations, discussions or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity Person (other than UniCapitalthe parties hereto and their respective Representatives) conducted heretofore in connection with a Competing Proposal. Acquiror shall promptly (and in any confidential event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal, which notice shall include a summary of the material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of any Competing Proposal or inquiry, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such inquiry, proposal or offer. Acquiror shall promptly (and in any event within one (1) Business Day) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or data relating Competing Proposal (including any material changes thereto and copies of any additional written materials received by Acquiror or its Representatives). Notwithstanding the foregoing, Acquiror may respond to any such proposal, offer or submission by indicating only that Acquiror is subject to an Acquisition Proposal, then they shall request the immediate return thereof. The Company exclusivity agreement and the Stockholders shall notify UniCapital immediately if is unable to provide any inquiries, information related to Acquiror or entertain any proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to an Acquisition concerning a Competing Proposal are sought for as long as that exclusivity agreement remains in effect. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.11 by any of Acquiror’s Representatives acting on Acquiror’s behalf, shall be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.107.11 by Xxxxxxxx. (c) For purposes of this Agreement, “Competing Proposal” means any Business Combination or any other transaction involving, directly or indirectly, any merger, share exchange, asset or equity acquisition or purchase, reorganization, consolidation or similar business combination with or involving the Acquiror with one or more businesses or entities or any inquiry or request for information that is intended to lead to, or result in, any such transaction or Business Combination.

Exclusivity. Except Within the Exclusivity Period, (a) 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 hereby, Company or the Company, the Stockholders and any of their affiliates Securities; (b) each Consortium Member shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") its/his/her Affiliates not to, (a) initiate, solicit or seekwithout 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 shareholders 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) enter into any agreement, arrangement or understanding with respect to a mergerlimitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, acquisitionpower of attorney or voting trust with respect to any 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, consolidationdisabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, recapitalization, liquidation, dissolution arrangement or similar transaction involvingunderstanding (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 purchase of all or other Person in doing any portion of the assets or any equity securities of, things mentioned in the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"foregoing provisions of this Section 9.1(b), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; and (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for each Consortium Member shall notify the Merger contemplated hereby. If the Company or any Stockholder, other Consortium Members immediately if it/he/she or any of their respective Agents, have provided its/his/her Affiliates or Representatives receives any person approach or entity (communication with respect to any Competing Proposal and shall disclose to the other than UniCapital) with Consortium Members the identity of any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company other Persons involved and the Stockholders shall notify UniCapital immediately if any inquiries, proposals nature and content of the approach or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10communication.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates (a) Seller shall not, and each shall not authorize or permit any of them shall cause its respective employees, agents and representatives (including, without limitation, Affiliates or any investment banking, legal of its or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not their Representatives to, (a) initiate, solicit or seek, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any inquiries information to, any Person concerning a possible Acquisition Proposal; or the making (iii) enter into any agreements or implementation other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (including, without limitation, any proposal or offer to its shareholders other than Buyer or any of themits Affiliates) with respect relating to a mergerthe direct or indirect disposition, acquisitionwhether by sale, consolidationmerger or otherwise, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets Target Business or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or Purchased Assets. (b) engage In addition to the other obligations under this Section 6.06, Seller shall promptly (and in any negotiations concerningevent within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or provide any confidential information inquiry with respect to or data to, or have any substantive discussions with, any person relating which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) otherwise cooperate in Seller agrees that the rights and remedies for noncompliance with this Section 6.06 shall include having such provision specifically enforced by any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withcourt having equity jurisdiction, it being acknowledged and agreed that any such breach or any individual or entity referred threatened breach shall cause irreparable injury to in the first sentence of this Section 8.10Buyer and that money damages would not provide an adequate remedy to Buyer.

Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective employees, agents Representatives and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Subsidiaries not to, directly or indirectly, (ai) initiate, solicit or seek, directly encourage (including by way of providing confidential or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themnon-public information) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers that constitute or may reasonably be expected to lead to (A) any purchase of stock or other Equity Securities of the Company (other than (x) pursuant to or in connection with a Company Benefit Plan or (y) as consideration in an acquisition by the Company or its Subsidiaries, but subject to, and without limiting anything contained in Section 6.01) or material portion of the assets of the Company and its Subsidiaries or (B) any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to an Acquisition Proposal are received byany Alternative Transaction Proposal; provided that the execution, any confidential information or data is requested from, 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). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives, its Subsidiaries and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC or any Subsidiary thereof, on the one hand, and any other Person (other than the Company), on the other hand (a “SPAC Alternative Transaction”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to an Acquisition Proposal are sought to any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a violation of this Section 8.108.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or Subsidiaries or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives, its Subsidiaries and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the Company and its Representatives) regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation none of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Acucela or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingits Affiliates, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any StockholderOtsuka, or any of their respective Agentsits Affiliates, have provided shall undertake itself, or grant a license to a Third Party or otherwise enable or assist any person Third Party, to develop, make, use, offer for sale, sell, import or entity (other than UniCapital) with export any confidential information Acucela Core Compound or data relating to an Acquisition Proposalany pharmaceutical product containing any Acucela Core Compound in the Field, then they shall request or outside of the immediate return thereofField for indications that may result in off-label use of such Acucela Core Compound or pharmaceutical product, in any country of the Territory, except as otherwise expressly permitted under this Agreement. The Company forgoing notwithstanding, in the case of a Change of Control with respect to either Party beginning on the date that is * after the effective date of the Change of Control, the restrictions set forth in this Section 2.1.2(a) shall not apply to any product owned or controlled by such Acquirer or its Affiliates prior to the effective date of the Change of Control (a “Preexisting Product”), provided that, after the effective date of the Change of Control, (i) such Acquirer and its Affiliates shall not use the Stockholders Confidential Information of either Party pertaining to Potential Collaboration Compounds or Potential Collaboration Products or their Manufacture or use in making, using, offering for sale, selling, importing or exporting such Preexisting Product and (ii) no person who had been an officer, director, employee, consultant, agent or representative of Acucela within * prior to the effective date of the Change of Control shall notify UniCapital immediately if be permitted to assist the Acquirer in making, using, offering for sale, selling, importing or exporting the Preexisting Product. (b) From the Effective Date until *, except pursuant to the Collaboration between the Parties under this Agreement, neither Party nor any inquiriesof its Affiliates shall, proposals alone or offers related in collaboration with a Third Party, conduct any clinical development of any VCM Product in the Field in any country of the Territory, or grant a license to an Acquisition Proposal are received bya Third Party to conduct, or otherwise assist or authorize a Third Party in conducting, any confidential information or data is requested from, or clinical development of any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to such VCM Product in the first sentence Field in any country of this Section 8.10the Territory.

Exclusivity. Except with respect to as expressly permitted by the following provisions of this Agreement and the transactions contemplated herebySection 5(g), the Company, the Stockholders and any of their affiliates Company shall not, and each of them the Company shall cause its respective employeesnot authorize or permit any officer, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member director or employee of of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the foregoing) (each, an "Agent") not Company to, (a) solicit, initiate, solicit encourage, endorse, or seekenter into any agreement with respect to, directly or indirectlytake any other action to knowingly 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 Acquisition Proposal (as defined below). Notwithstanding the foregoing, nothing contained in this Letter shall prevent the Board of Directors of the Company from (i) furnishing information to, entering into discussions or offer negotiations with, or consummating the sale of assets of WellCare-NY relating to its shareholders or any of themcommercial HMO products, (ii) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential furnishing information or data to, entering into discussions or have negotiations with or consummating any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding Proposal with any person or entity relating if and only to an the extent (A) the Board of Directors of the Company shall have determined in good faith that such action is required in the exercise of its fiduciary duties, based upon the advice of counsel, or (B) directed to so act by New York of Connecticut HMO regulatory authorities, (iii) complying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, or (iv) making any disclosures to the Company's shareholders if the Board of Directors of the Company shall have determined, after consultation with outside counsel, that failure to make such disclosures would be inconsistent with applicable law. As used in this Agreement, "Acquisition Proposal" shall mean any tender or exchange offer, except for the Merger contemplated hereby. If or proposal, other than a proposal by Purchaser or its Affiliates, or offer to acquire in any manner an equity interest in the Company or any Stockholder, its subsidiaries or any the assets of their respective Agents, have provided any person the Company or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10its subsidiaries.

Exclusivity. Except Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to this Agreement and the transactions contemplated herebyany offer, the Companyinquiry, the Stockholders and any indication of their affiliates shall notinterest or proposal, and each of them shall cause its respective employeeswhether oral, agents and representatives (includingwritten or otherwise, without limitationformal or informal, 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, (a) initiate, solicit or seek, directly or indirectly, (a) invest in, or acquire, Seller or any inquiries or the making or implementation Subsidiary of any proposal or offer Seller (including, without limitation, any proposal or offer to its shareholders or any of themSeller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction involvingor business combination involving the University, Seller, or any purchase Subsidiary 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, Seller or any of their respective Agentsbusinesses or assets (collectively, have provided any person of the foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or entity negotiations with any parties (other than UniCapitalBuyer or its Affiliates) with any confidential information conducted heretofore. Through the Closing Date or data relating termination of this Agreement, Seller agrees to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiriesoffer, proposals indication of interest or offers related to an Acquisition Proposal are received byproposal (formal or informal, any confidential information oral, written or data is requested fromotherwise), or any negotiations inquiry or discussions related contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to an Acquisition Proposal are sought any of them or their Representatives, including the identity of the proposing person and the terms thereof; provided that this provision shall not in any way be deemed to be initiated limit the obligations of or continued with, it or any individual or entity referred to their respective Representatives set forth in the first sentence of this Section 8.10paragraph.

Exclusivity. Except with respect to From and after the date of this Agreement and ending on the transactions contemplated herebyearlier of the Closing Date or the date this Agreement is terminated pursuant to Section 10.1 (the “Exclusivity Period”), the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives Seller (including, without limitation, any investment bankingfor this purpose its officers, legal or accounting firm retained by it or them directors, representatives, affiliates, employees and any individual member or employee of the foregoingagents) (each, an "Agent") not to, (a) initiate, solicit or seekwill not, directly or indirectly, solicit, induce, facilitate, respond to, initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any inquiries information to, any Person concerning any sale, exclusive license or the making or implementation other form of disposition of any proposal material Assets (other than sales of Products in the ordinary course of Seller’s business) or offer any transaction involving the Assets similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will approve, endorse, recommend or sign any contracts or agreements or make any commitments to do or in connection with any of the foregoing. For the purpose of this Section 5.13, any license of material Intellectual Property Rights related to any of the Assets outside the ordinary course of Seller’s operation and ownership of the Assets shall be considered a disposition of the Assets. Seller represents that it is not bound by any Acquisition Proposal other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Assets, Seller shall promptly notify Buyer of such Acquisition Proposal or request (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion the identity of the assets or any equity securities Person making, and the terms of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10request).

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective Subsidiaries and its and their employees, agents stockholders and other representatives (including, without limitation, 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"bankers) not to (and shall not authorize any of them to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or the making, submission or announcement of, any inquiries offer or proposal for an Acquisition Proposal; (ii) participate or engage in or continue any discussions or negotiations regarding, or furnish to any Person any nonpublic information of the making Company Group with respect to, any Acquisition Proposal; (iii) approve, endorse or implementation recommend any Acquisition Proposal; (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or providing for the consummation of any proposal Acquisition Proposal; or offer (including, without limitation, v) submit any proposal or offer to its shareholders Acquisition Proposal or any matter related thereto to the vote of them) the Stockholders. The Company shall, and shall cause its Subsidiaries and its and their employees, stockholders and other representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, any Acquisition Proposal. As promptly as practicable (and in any event within one (1) Business Day) after receipt of any Acquisition Proposal 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential request for nonpublic information or data to, or have any substantive discussions with, any person relating inquiry which it reasonably believes would lead to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an the Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to Until the earlier of (i) the Closing or (ii) the date of termination of this Agreement and pursuant to the transactions contemplated herebyprovisions of Section 10.3(a), the CompanyArena shall not (nor shall Arena permit, the Stockholders and as applicable, any of their affiliates shall notits officers, and each of them shall cause its respective managers, employees, agents and members, agents, representatives (includingor Affiliates, without limitationacting on its behalf, 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, (a) initiate, solicit or seek), directly or indirectly, take any inquiries of the following actions with any party other than UT and its representatives and designees: (a) solicit or the making knowingly encourage, seek, entertain, support, assist, initiate, continue or implementation of participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire or offer (including, without limitation, any proposal or offer to its shareholders license all or any of them) with respect to a mergerthe Product Assets other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement, acquisitionwhether by purchase of subsidiary, consolidationpurchase of assets, recapitalization, liquidation, dissolution license or similar transaction involvingotherwise, or any purchase of all or any portion of the assets or any equity securities of, the Company (effect any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")transaction, or (b) engage in disclose any negotiations concerninginformation not customarily disclosed to any person concerning the Product Assets, or provide afford to any confidential information Person access to its properties, technologies, books or data torecords related to the Product Assets, or have any substantive discussions with, any person relating to an Acquisition Proposalnot customarily afforded such access, (c) otherwise assist or cooperate in with any effort person to make any proposal to purchase or attempt to make, implement license all or accept an Acquisition Proposalany of the Product Assets, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except providing for the Merger contemplated hereby. If the Company acquisition or any Stockholder, license of all or any of their respective Agentsthe Product Assets, have provided any person whether by merger, purchase of assets, license or entity (otherwise other than UniCapital) confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement; provided, however, that the foregoing restrictions shall not prohibit such actions with any confidential information or data relating respect to an Acquisition Proposaloffer, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiriesproposal or agreement (or disclosure, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related thereto) to an Acquisition Proposal are sought acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (50%) or more of the assets or properties of Arena and its subsidiaries (taken as a whole), so long as any such actions or any such transaction would not affect the transactions, rights or obligations contemplated by this Agreement. Arena shall immediately cease and cause to be initiated terminated any such negotiations, discussions or continued withagreements (other than with UT and its representatives) that are restricted in the immediately foregoing sentence after giving effect to the proviso. If Arena or any of its Affiliates shall receive, prior to the Closing or the termination of this Agreement in accordance with Section 10.3(a) hereof, any offer, proposal, or request of the type referenced in clause (a), (c) or (d) above, or any request for disclosure or access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify UT thereof, including, subject to applicable confidentiality obligations, a summary of specific terms of such offer or proposal, as the case may be, and such other information related thereto as UT may reasonably request. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer or director of Arena (or by any individual agent or entity referred representative only at the direction of Arena) shall be deemed to in the first sentence be a breach of this Section 8.10Agreement by Arena.

Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyPre-Closing Period, the CompanyOsmotica Shareholders, the Stockholders Osmotica and any of their affiliates New HoldCo shall not, and each of them shall cause its their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") subsidiaries not to, (a) initiate, solicit or seekand shall not permit any of their respective Representatives to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to transaction involving a merger, acquisition, consolidation, recapitalizationshare exchange, liquidationbusiness combination, dissolution purchase or similar transaction involvingdisposition of any securities, or any the purchase or disposition of all or any a material portion of the assets of any of the Osmotica Companies or New HoldCo or any equity securities ofcapital stock of any of the Osmotica Companies or New HoldCo other than the Transactions (an “Osmotica Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the Company business, operations, properties or assets of any of the Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Transaction, (iv) enter into any such proposal agreement, letter of intent, term sheet or offer being hereinafter referred other documentation with respect to as an "any Osmotica Acquisition Proposal")Transaction, or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cv) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to makedo or seek any of the foregoing. The Osmotica Shareholders, implement Osmotica and New HoldCo shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding negotiations with any person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any of the foregoing. Osmotica shall inform Vertical/Trigen of the identity of any person making any inquiry, proposal, or entity relating offer with respect to an Osmotica Acquisition ProposalTransaction within one Business Day of receiving or becoming aware of any such inquiry, except for the Merger contemplated hereby. If the Company or any Stockholderproposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer). (b) During the Pre-Closing Period, the Vertical/Trigen Shareholders and Vertical/Trigen shall not, and shall cause their respective subsidiaries not to, and shall not permit any of their respective AgentsRepresentatives to, have provided directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any transaction involving a merger, consolidation, share exchange, business combination, purchase or disposition of any securities, or the purchase or disposition of a material portion of the assets of any of the Vertical/Trigen Companies or any capital stock of any of the Vertical/Trigen Companies other than the Transactions (a “Vertical/Trigen Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Vertical/Trigen Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of any of the Vertical/Trigen Companies in connection with a Vertical/Trigen Acquisition Transaction, (iv) enter into any agreement, letter of intent, term sheet or other documentation with respect to any Vertical/Trigen Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. The Vertical/Trigen Shareholders and Vertical/Trigen shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than UniCapitalthe Vertical/Trigen Shareholders and Vertical/Trigen) conducted heretofore with respect to any confidential information or data relating to an Acquisition Proposalof the foregoing. Vertical/Trigen shall inform Osmotica of the identity of any person making any inquiry, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromproposal, or offer with respect to a Vertical/Trigen Acquisition Transaction within one Business Day of receiving or becoming aware of any negotiations such inquiry, proposal, or discussions related to an Acquisition Proposal are sought to be initiated offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or continued withoffer (including a copy of any written materials received from such person making such inquiry, it proposal, or any individual or entity referred to in the first sentence of this Section 8.10offer).

Exclusivity. Except (a) In recognition of the time that will be expended and the expense that will be incurred by Buyer in connection with respect to this Agreement and the transactions contemplated hereby, the Companyuntil such time, the Stockholders if any, as this Agreement is terminated pursuant to Article 10, Seller will not and any of their affiliates shall not, and each of them shall will not cause its respective officers, directors, employees, attorneys, financial advisors, agents and or other representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries (a) encourage, solicit, engage in negotiations or the making discussions about, or implementation of any proposal or offer (including, without limitationprovide information with respect to, any inquiry or proposal (an “Acquisition Proposal”) relating to (i) the possible direct or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase indirect acquisition of all or any portion of the Business, whether through the acquisition of the stock, other ownership interests in Seller, or all or substantially all of the assets of Seller or any equity securities ofbusiness or division of Seller, the Company or (ii) any such proposal business combination with or offer being hereinafter referred to as an "Acquisition Proposal"), involving Seller or (b) discuss or disclose the existence or terms of this Agreement (except as may be required by Law, or is necessary in connection with the transactions contemplated hereby, and except to the extent that such information becomes public other than as result of a violation hereof) with or to any Person other than Buyer without the prior written consent of Buyer. Nothing contained in this Agreement shall prohibit Seller or its Board of Directors from disclosing to its stockholders any information which, after consultation with its outside legal and financial advisors, is required to be disclosed in order for the Board of Directors to comply with its fiduciary obligations in seeking approval of the stockholders of this Agreement, or is otherwise required, under applicable Law. (b) Notwithstanding anything to the contrary contained in this Section 11.14, if, at any time prior to the shareholder approval contemplated by Section 9.4 of this Agreement, Seller receives an unsolicited Acquisition Proposal that the Board of Directors of Seller determines in good faith, after receiving the advice of its financial advisers and legal counsel, constitutes a Superior Proposal, then Seller shall be permitted to (i) engage in any negotiations concerningregarding such Acquisition Proposal with the Person that has submitted it (the “Bidder”), or provide any (ii) furnish to the Bidder confidential information or data to, or have any substantive discussions with, any person relating to Seller and the Business, subject to the execution and delivery of an appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (iii) if required by fiduciary duties, make a change in or withdraw the recommendation of the Board of Directors to the shareholders of Seller (or decline to make such a recommendation, if not previously made) with respect to the approval of the transaction contemplated by this Agreement (a “Change in Recommendation”); provided, however, that within five (5) business days after receipt of such Acquisition Proposal, (c) otherwise cooperate in any effort or attempt Seller shall provide to make, implement or accept an Buyer a summary of the material terms and conditions of such Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalincluding the identity of the Bidder, except for and the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any same confidential information disclosed to the Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any decision by Seller’s Board of Directors to make any Change in Recommendation, and Seller shall not submit such Change in Recommendation to its shareholders for at least ten (10) business days after the date of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or data relating to make an Acquisition Proposal, then they shall request alternative proposal) that it believes would cause the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Bidder’s Acquisition Proposal are received bynot to constitute a Superior Proposal and, if Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in good faith. Seller shall be permitted to disclose to the Bidder a summary of the material terms and conditions of any confidential information revised or data is requested fromalternative proposal submitted by Buyer pursuant to this Section 11.14(b), or any negotiations or discussions related subject to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the terms of the nondisclosure agreement contemplated by clause (ii) of the first sentence of this Section 8.1011.14(b).

Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyClosing or, if earlier, the Companytermination of this Agreement pursuant to Article VII, the Stockholders and any of their affiliates shall IASIS Parties will not, and will direct each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") their Company Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer offers from any Person (includingother than the MPT Parties and their Representatives) concerning an Acquisition Proposal relating to the Owned Real Property, without limitation, any proposal or offer to its shareholders or any of them(ii) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage participate in any negotiations concerningway in any discussion (other than to provide notice as to the existence of these provisions) or negotiation with, or provide any confidential or non-public information or data to, or have any substantive discussions withotherwise assist or facilitate, any person Person in connection with or relating to an any Acquisition ProposalProposal relating to the Owned Real Property, (ciii) otherwise cooperate in any effort approve or attempt to make, implement or accept an Acquisition Proposalrecommend, or (d) enter into propose to approve or consummate recommend, whether publicly or to any agreement director or understanding with equityholder, any person or entity Acquisition Proposal relating to an Acquisition Proposalthe Owned Real Property, except for the Merger contemplated hereby. If the Company or (iv) approve or any Stockholderrecommend, or propose to approve or recommend, or execute or enter into, any letter of their respective Agentsintent, have provided any person or entity agreement in principal, merger agreement (other than UniCapitalthe Merger Agreement), acquisition agreement, option agreement or other similar Contract related to any Acquisition Proposal relating to the Owned Real Property, or propose, whether publicly or to any director or equityholder, or agree to do any of the foregoing related to any such Acquisition Proposal. (b) From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement pursuant to Article VII, the IASIS Parties will, and will direct each Company Representative to, immediately cease and terminate any existing agreements, discussions, negotiations or other communications with any confidential information or data third party with respect to any Acquisition Proposal relating to an Acquisition Proposalthe Owned Real Property, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if including terminating any inquiries, proposals or offers related such Person’s access to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10room.

Exclusivity. Except with respect to From the Effective Date until the Closing or the earlier termination of this Agreement in accordance with Article VIII, Seller Parties shall not (and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause the Group Companies and its and their respective employeesmanagers, agents officers, directors, stockholders, Representatives, agents, investment bankers and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Affiliates not to, (a) initiate, solicit or seek), directly or indirectly, discuss, pursue, solicit, initiate, participate in, facilitate, encourage or otherwise enter into any inquiries discussions, negotiations, agreements or the making other arrangements regarding or implementation of any proposal which could lead to, a possible sale or offer other disposition (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a whether by merger, acquisitionreorganization, consolidation, recapitalization, liquidation, dissolution recapitalization or similar transaction involving, or any purchase otherwise) of all or any portion part of the assets or any equity securities ofOwnership Interests, the Business or the Assets of any Group Company with any other Person other than the Buyer or its Affiliates (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”) or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), or (a) immediately cease and cause to be terminated any and all Contracts, discussions and negotiations with any Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) engage in promptly notify the Buyer if any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into any inquiry or consummate any agreement or understanding contact with any person Person with respect thereto which has been made as of the Effective Date or entity relating is subsequently made, and (c) keep the Buyer fully informed with respect to an Acquisition Proposalthe status of the foregoing. Seller Parties agree not to (and to cause the Group Companies not to), except for without the Merger contemplated hereby. If prior consent of the Company or Buyer, release any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested Person from, or waive any negotiations provision of, any standstill agreement or discussions related confidentiality agreement to an Acquisition Proposal are sought to be initiated which any Group Company is a party or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10is otherwise bound.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiateRaptor agrees that, solicit from and after the date of this Agreement until the earlier of the Effective Time or seekthe termination of this Agreement in accordance with Section 6.1, it shall not, directly or indirectly, through any (A) officer, (B) director, (C) employee, (D) affiliate that has signed an Affiliate's Agreement (as defined in Section 4.10) (a "Specified Affiliate"), (E) any agent or representative of a Specified Affiliate, (F) any agent or representative of Raptor that Raptor controls, and it shall direct any other agent or representative not to, (i) solicit, initiate, or encourage any inquiries or the making proposals that constitute, or implementation of any proposal or offer (including, without limitationcould reasonably be expected to lead to, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company Acquisition Proposal (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"defined below), or (bii) engage in any negotiations or discussions concerning, or provide any confidential non-public information to any person or data entity relating to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (diii) enter agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Raptor or its Board of Directors, directly or through representatives or agents on behalf of the Board, from (A) furnishing non-public information to, or entering into discussion or consummate any agreement or understanding with negotiations with, any person or entity relating in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of Raptor, if and only to the extent that (1) such Acquisition Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the Board of Directors of Raptor, after consultation with its financial advisors, result in a transaction more favorable to Raptor's stockholders from a financial point of view (including consideration of, among other matters, the ability of the person or entity making such proposal to obtain any financing necessary for the Acquisition Proposal) than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), (2) such action is necessary, in the reasonable good faith judgment of the Board of Directors of Raptor after consultation with outside corporate counsel to Raptor, in order to comply with the fiduciary duties of Raptor's Directors to Raptor's stockholders under Delaware law, and (3) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such person or entity, Raptor's Board of Directors receives from such person or entity an executed confidentiality agreement with confidentiality provisions not materially less favorable to such party than those contained in Section 4.15 of this Agreement; or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act or other applicable law with regard to an Acquisition Proposal. (b) As used herein, except for the Merger contemplated hereby. If term "Acquisition Proposal" shall mean any proposed or actual (i) merger consolidation or similar transaction involving Raptor, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of Raptor representing 20% or more of the Company assets of Raptor, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any Stockholdersimilar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 20% or more of the votes attached to the outstanding securities of Raptor, (iv) transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 20% or more of their respective Agentsthe outstanding shares of Raptor Common Stock, have provided (v) liquidation, dissolution, or other similar type of transaction with respect to Raptor, or (vi) transaction which is similar in form, substance or purpose to any person or entity (other than UniCapital) with any confidential information or data relating to an of the foregoing transactions, provided, however, that the term "Acquisition Proposal, then they " shall request not include the immediate return thereof. The Company Merger and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10transactions contemplated thereby.

Exclusivity. Except with respect to From the date of this Agreement until the earlier of the termination of this Agreement and the transactions contemplated herebyClosing Date, Sellers shall not (and Sellers shall cause the Acquired Company Entities and their respective officers, directors, representatives or Affiliates not to) directly or indirectly (i) solicit, initiate, or knowingly encourage the submission of any inquiry, proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or all or substantially all of the assets (other than for sales of assets in the Ordinary Course of Business) of, the CompanyAcquired Company Entities (including any acquisition structured as a merger, the Stockholders and consolidation or exchange) (any of their affiliates shall notsuch proposal or offer, and each of them shall an “Acquisition Proposal”), (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause its respective employees, agents and representatives (including, without limitationto furnish any information with respect to, any investment bankingAcquisition Proposal, legal (iii) approve, endorse or accounting firm retained by it recommend, or them and propose publicly to approve, endorse or recommend, any individual member Acquisition Proposal, (iv) execute or employee enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal or (v) resolve to propose or agree to do any of the foregoing) (each. Without limiting the generality of the foregoing, an "Agent") not Sellers shall and shall cause the Acquired Company Entities to, and shall cause their respective officers, directors, representatives and Affiliates to, (aA) initiateimmediately cease and cause to be terminated any existing activities, solicit including discussions or seeknegotiations with any Person, directly or indirectlyconducted prior to the date hereof with respect to any Acquisition Proposal, other than Purchaser under this Agreement, and (B) promptly notify Purchaser in writing of any inquiries or the making or implementation of any proposal that constitutes or offer (including, without limitation, any proposal or offer could be expected to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related lead to an Acquisition Proposal are received bymade to Sellers or Xxxxxx Xxxxxx, any confidential information or data is requested fromXxxx Xxxxxx, Xxx Xxxxxxx, Xxx Xxxxxxxxx, or any negotiations Xxxx Xxxxxxxxx and provide to Purchaser a copy of such inquiry or discussions related to an Acquisition Proposal are sought to be initiated or continued withproposal, it or any individual or entity referred to if in the first sentence of this Section 8.10writing.

Exclusivity. Except (a) The Managing Member, itself and on behalf of the Company, hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the voting and investment powers of which are exercised independently from you with respect to this Agreement the Investment. (b) Notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that you agree (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and the transactions contemplated herebyamount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company, the Stockholders and in connection with any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, amendment to any investment banking, legal or accounting firm retained by it or them and any individual member or employee filings made on behalf of the foregoing) Company pursuant to Section 13 of the Exchange Act; (each, an "Agent"vi) not to, (a) initiate, solicit or seek, directly or indirectly, to engage in any inquiries or acquisition that would require compliance with Regulation 14E of the making or implementation of any proposal or offer (including, without limitation, any proposal or offer Exchange Act with respect to its shareholders GGP or any of themits Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the purchase or disposition on a date or within a time period specified by the relevant party. (c) If GGP (i) enters into an agreement with respect to a mergerrestructuring or the financing thereof with any party other than the Consortium and (ii) such agreement has been approved by the board of GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, acquisitionthe court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion then you will automatically be released from your obligations under Section 12.4 of the assets or LLC Agreement; provided that, in no event, subject to the next sentence, may you take any equity securities ofaction otherwise restricted under Section 12.4 of the LLC Agreement if such action would result in the Consortium losing the benefit of its bid protection pursuant to that certain letter agreement between BAM, the Company Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any such proposal action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or offer being hereinafter referred would not be a Prohibited Action. If the Managing Member fails to as an "Acquisition Proposal")so notify you within such time frame, or (bnotifies you that such proposed action(s) engage in any negotiations concerningis not a Prohibited Action, or provide any confidential information or data tothen the Managing Member and the Company shall not have, or have any substantive discussions withand agree not to bring, any person relating to an Acquisition Proposal, (ccause of action or claim against you for a breach of this paragraph 23(c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or connection with the taking of such action(s). (d) enter into Subject to the proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the LLC Agreement shall terminate on the date you cease to be a Member following either (i) the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or consummate 10.8(d)(ii) of the LLC Agreement of one hundred percent (100%) of your Interest to any agreement other Member or understanding third-party purchaser which, in each case, is not an Affiliate of yours or (ii) the distribution to you of one hundred percent (100%) of your pro rata share (determined in accordance with any person or entity relating to an Acquisition Proposal, except for your Consortium Percentage Interest) of the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Investment and the Stockholders shall notify UniCapital immediately if any inquiries, proposals other Assets of the Consortium pursuant to Section 10.8(a) or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in 10.8(b) of the first sentence of this Section 8.10LLC Agreement.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiateSubject to paragraph (b) below, solicit and except where acting in a manner which is permitted under Section 3.2 of the Pre-Acquisition Agreement, from the date of execution of this Agreement until the first to occur of the expiry of the Offer or seekthe termination of this Agreement, the Shareholder will not, directly or indirectly: (i) make, solicit, initiate or encourage inquiries from or submission of proposals or offers from any inquiries person, corporation, partnership or the making or implementation of any proposal or offer other business organization whatsoever (including, without limitation, any proposal or offer to its shareholders or including any of themits officers or employees) relating to any Take-over Proposal (as defined in the Pre-Acquisition Agreement); or (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage, any effort or attempt by any other person to makedo anything mentioned in (i) above; given that the Company has entered into the Pre-Acquisition Agreement, implement which provides for, among other customary terms and provisions, the payment by the Company to Acquiror of a termination or accept an “break” fee in the amount set forth in the Pre-Acquisition Proposal, or Agreement. (db) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company Shareholder is a member of the board of directors and/or officer of the Company: (i) the provisions of paragraph (a) above shall be subject to the fiduciary duty of the Shareholder, in his capacity as a director or officer of the Company, to act in the manner described in Section 3.2 of the Pre-Acquisition Agreement; and (ii) the Shareholder acknowledges that he may act as a holder of Common Shares pursuant to this Agreement in a manner that is different than the manner in which he is duty bound to act in his capacity as a director or officer of the Company. (c) Subject to paragraph (b) above and except where acting in a manner which is permitted under Section 3.2 of the Pre-Acquisition Agreement, the Shareholder will notify the Offeror immediately of any communications received from another party with respect to the entering into of an agreement similar in substance to this Agreement or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Take-over Proposal and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in particulars thereof and keep the first sentence Offeror apprised of this Section 8.10the status of such communications and the Shareholder’s response thereto.

Exclusivity. Except (a) In consideration of the expenditure of time, effort and expense to be undertaken by Purchaser in connection with respect to the preparation of this Agreement and the transactions contemplated herebyother Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the CompanyCompany agrees that, prior to the Stockholders and Termination Date, neither it, any of the Subsidiaries, any of their affiliates respective Affiliates, nor any of the respective directors, officers, employees, agents or representatives of any of the foregoing will, directly or indirectly: (i) continue, solicit, initiate, facilitate or encourage any inquiries or the making of any proposal with respect to (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or other Equity Securities of the Company or any Subsidiary to any Person other than Purchaser or (B) any merger, consolidation, sale of all or substantially all of the assets of the Company and the Subsidiaries taken as a whole, or other business combination involving the Company or any Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or otherwise engage in discussions with any Person 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 for a Competing Transaction; (iii) enter into any agreement, arrangement or 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 notprohibit the Company and its directors, and each of them shall cause its respective officers, employees, agents and representatives from: (including, without limitation, x) engaging in 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, (a) initiate, solicit conduct or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themactivities otherwise prohibited by this Section 6.1(a) with respect to a mergerCompeting 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, acquisition, consolidation, recapitalization, liquidation, dissolution a Disclosed Competing Party or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company an Undisclosed Competing Party (any such proposal or offer being hereinafter referred to as an Person, a "Acquisition ProposalNew 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 such New Competing Party with respect to a Competing Transaction with such New Competing Party. (b) engage in The Company agrees that, as of the date hereof, it, the Subsidiaries, their respective Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity party (other than UniCapitalany Disclosed Competing Party) with respect to any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofCompeting Transaction. The Company and agrees to promptly advise Purchaser in writing of the Stockholders shall notify UniCapital immediately if existence of (i) any inquiries, inquiries or proposals (or offers related desire to an Acquisition Proposal are make a proposal) received byby (or indicated to), any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it the Company, the Subsidiaries, their respective Affiliates, or any individual of the respective directors, officers, employees, agents or entity referred 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 first sentence direct and indirect owners of such party). (c) The Company agrees, without limitation of its obligations, that any violation of this Section 8.106.1 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 Affiliates, 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. Except (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by the Purchaser in connection with respect to the preparation and execution of this Agreement and the transactions contemplated herebyits due diligence investigations, the CompanySellers agree that for the period commencing on the date of this Agreement and terminating upon the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Stockholders Sellers shall not, and shall not authorize or permit any of their affiliates shall not, and each or any of them shall cause its respective employees, agents and their representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any (i) encourage, solicit, initiate, facilitate or continue inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 regarding an "Acquisition Proposal"), ; (ii) enter into discussions or (b) engage in any negotiations concerningwith, or provide any confidential information to, any person concerning a possible Acquisition Proposal; or data (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause their affiliates and all of their representatives to immediately cease and cause to be terminated, any existing discussions or negotiations with any persons conducted heretofore with respect to, or have that could lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.10, the Sellers shall promptly (and in any substantive discussions withevent within three days after receipt thereof by any Seller or its representatives) advise the Purchaser orally and in writing of any Acquisition Proposal, any person relating request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making the same. (c) otherwise cooperate The Sellers agree that the rights and remedies for noncompliance with this Section 6.10 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withSection 12.4), it being acknowledged and agreed that any such breach or any individual or entity referred threatened breach shall cause irreparable injury to in the first sentence of this Section 8.10Purchaser and that money damages would not provide an adequate remedy to the Purchaser.

Exclusivity. Except with respect to this From the Agreement Date until the earlier of the Effective Time and the transactions contemplated herebytermination of this Agreement, except with the prior written consent of Kootenay, the Company, the Stockholders and any of their affiliates shall notGreeny Shareholders, and each of them shall the Company will not (and will cause its respective all directors, officers, employees, agents agents, representatives and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them Affiliates acting on their behalf and any individual member or employee on behalf of the foregoing) (each, an "Agent") Company not to): (i) Solicit, (a) initiate, solicit encourage or seek, directly accept any offer or indirectly, proposal from any inquiries or Person (other than the making or implementation of Kootenay Group Members and their respective representatives) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalizationsale or transfer of material assets, liquidation, dissolution sale or similar transaction involving, or any purchase transfer of all or any portion of the assets or any equity securities of, interests or other business combination involving the Company (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or ; (bii) engage in any discussions or negotiations concerningwith any Person (other than the Kootenay Group Members and their respective representatives) concerning any Acquisition Proposal; or (iii) furnish any non-public information concerning the business, properties or provide assets of the Company to any confidential information Person (other than the Kootenay Group Members and their respective representatives), except as required to comply with any Applicable Laws or data this Agreement or except in the Ordinary Course of Business. The Greeny Shareholders and the Company will (and will cause the directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company to) immediately cease and cause to be terminated all existing discussions, negotiations or have other communications with any substantive discussions withPersons conducted heretofore with respect to any of the foregoing. The Greeny Shareholders will immediately notify Kootenay in writing upon receipt by the Company or a Greeny Shareholder of any proposal, any person relating to offer or inquiry regarding an Acquisition Proposal, (c) otherwise cooperate which notice will indicate in reasonable detail the identity of the Person making such proposal, offer or inquiry and the terms and conditions of any effort or attempt to make, implement or accept an such Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except (a) From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to its terms, the Company and the Shareholder will not, nor will the Company or the Shareholder authorize or permit (to the extent within their power and authority) any of the Company’s directors, officers, Affiliates, employees or any investment banker, advisor, representatives or other agent of the Company or the Shareholder to (and they shall instruct each such representative or other agent not to), directly or indirectly: (i) solicit, initiate 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 of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal. The Company will immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to this Agreement any Acquisition Proposal, and promptly after the transactions contemplated herebydate hereof request the prompt return or destruction of all confidential information previously furnished to such Persons within the last 12 months for the purpose of evaluating a possible Acquisition Proposal and require such return or destruction to the extent the Company has the right to do so under any applicable confidentiality agreement with such Person. The foregoing notwithstanding, the Company, the Stockholders Shareholder and any of their affiliates shall notthe Company’s directors, and each of them shall cause its respective officers, Affiliates, employees, investment bankers, advisors, representatives and other agents may discuss any Acquisition Proposal with Buyer and representatives with each other. (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee b) In addition to the obligations of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities ofCompany set forth in Section 7.5(a), the Company shall, as promptly as practicable, advise Buyer of (i) any Acquisition Proposal received by the Company after the date hereof, (ii) the material terms and conditions of such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, and (iii) the identity of the Person or group making any such Acquisition Proposal. The Company shall keep Buyer fully informed of the status and details of any such Acquisition Proposal and provide to Buyer as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent by or provided to the Company or their respective Affiliates (or their respective representatives or other agents) in connection with any such Acquisition Proposal. (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except In consideration for the Merger contemplated hereby. If foregoing covenants set forth in Section 7.5, Buyer shall pay to the Shareholder and the Company or any StockholderPayees, or any in accordance with the allocation set forth in the Merger Consideration Payment Schedule, a cash fee equal to $25,000 per day beginning on the 8th day following the date of their respective Agentsthis Agreement and continuing through the End Date (the “Closing Delay Fee”); provided, however, that notwithstanding anything herein to the contrary, the Closing Delay Fee shall be payable in addition to the Closing Cash Consideration and the Buyer’s obligations to pay the Closing Delay Fee shall survive the Closing; provided, further, that the Shareholder and the Company Payees shall not be entitled to the Closing Delay Fee for an applicable date if (i) all of the conditions to the Company’s and the Shareholder’s obligations to consummate the Closing under ARTICLE XI have provided any person or entity been satisfied as of such date (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal such conditions which by their nature are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated satisfied by the Closing Date) or continued with(ii) the Company’s, it the Shareholder’s or any individual or entity referred to in the first sentence Company Payees’ breach of this Section 8.10Agreement is the cause of the failure of the Closing to occur by such date.

Exclusivity. Except (a) From the date hereof until the Closing or the early termination of this Agreement, the Warrantors shall not, and shall cause their respective Affiliates and its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal or the making of any proposal or offer that could reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or participate in any negotiations with any Person regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) enter into or engage in discussions with or assist, participate in, facilitate or encourage any effort by, any Person with respect to this Agreement any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; or (vi) otherwise knowingly facilitate any effort or attempt by any Person to arrange or consummate an Acquisition Proposal, and shall immediately (w) cease, and cause to be terminated, all existing activities, negotiations and discussions with any Person conducted heretofore with respect to any Acquisition Proposal, (x) revoke or withdraw access of any Person other than Purchaser, its Affiliates and their respective Representatives to any data room (virtual or actual) containing any non-public information with respect to any Group Company or its Affiliates previously furnished and request from such Persons the prompt return or destruction of all such non-public information, (y) immediately notify Purchaser in writing upon receipt of any proposal, approach, offer, request or indication of interest from any third party relating to an Acquisition Proposal, and will provide Purchaser with information regarding the material terms of such Acquisition Proposal which would reasonably be considered to be relevant for Purchaser to be aware of in the context of the transactions contemplated hereby, and (z) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (b) As used in this Agreement, “Acquisition Proposal” means any transaction, proposal, offer, inquiry, indication of interest or other understanding from any Person relating to, or that could reasonably be expected to lead to, any of the following actions: (A) (x) any acquisition, lease, license, purchase, assignment or other transfer, directly or indirectly, in a single transaction or a series of related transactions, of all or substantially all of the assets of any Group Company (other than in the ordinary course of business consistent with past practice), (y) any debt, equity, equity-linked or other securities of any Group Company, including (i) any acquisition or purchase of any Person directly or indirectly holding Equity Securities of any Group Company which has the Stockholders effect of transferring any control or economic benefit of any such assets or securities to any other Person; and (ii) any acquisition or purchase whether by subscription for new securities or of their affiliates shall notexisting securities of any Group Company; or (B) a non-ordinary course corporate transaction involving any Group Company, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisitionconsolidation, consolidationshare exchange, tender or exchange offer (including a self-tender offer), business combination, sale of assets (other than in the ordinary course of business consistent with past practice), reorganization, amalgamation, scheme of arrangement, spin-off, investment transaction, recapitalization, liquidation, dissolution or other similar transaction involvingtransaction, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (each case other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Purchaser.

Exclusivity. Except with respect to this Agreement and Neither the transactions contemplated hereby, the Company, the Stockholders and Company nor any of Beneficial Holder nor anyone acting on their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seekbehalf 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 to its shareholders anyone acting on their behalf, directly or any of themindirectly, (a) with respect to a mergerencourage, acquisitionsolicit, consolidation, recapitalization, liquidation, dissolution initiate or similar transaction involvingparticipate in discussions or negotiations with, or provide any purchase information to or cooperate in any manner with any Person, other than Buyer or its Affiliates (each an “Excluded Person,” and collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any portion part of the Business, any of the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any equity capital stock or other securities of, of the Company (or any of its Subsidiaries, whether such proposal transaction takes the form of a sale of stock, assets, merger, consolidation, or offer being hereinafter referred to as an "Acquisition Proposal"), issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) engage in any negotiations concerningotherwise solicit, initiate or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, encourage the submission (c) otherwise cooperate in any effort or attempt to makesubmit) of any inquiry or proposal contemplating the sale of all or any part of the Business, implement the sale of the Company or accept an Acquisition Proposalits Subsidiaries’ assets (other than in the ordinary course of business), the Shares or (d) enter into any capital stock, membership interests or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If other securities of the Company or any Stockholderof its Affiliates or Subsidiaries, 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 of their respective Agents, have provided joint venture or partnership or (iii) consummate any person such transaction or entity (other than UniCapital) with accept any confidential information offer or data relating agree to an Acquisition Proposal, then they shall request the immediate return thereofengage 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 manner reasonably acceptable to Buyer. The notice of the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of Company and each Beneficial Holder under this Section 8.105.4 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 with respect thereto as Buyer may reasonably request.

Exclusivity. Except with respect to The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement and the transactions contemplated herebyin accordance with its terms, the Company, the Stockholders and any of their affiliates it shall not, and each of them it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, agents investment bankers, attorneys, accountants, agents, advisors, representatives and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee controlled Affiliates of the foregoing) (each, an "Agent") Company and its Subsidiaries not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationcould be expected to lead to, any proposal Acquisition Proposal; (c) grant any waiver or offer to its shareholders release under any standstill or any of them) similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, acquisitionconsolidation, consolidationasset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar transaction involving, in any respect to the Transactions or that otherwise involves any purchase of all or any portion the business, at least 51% of the assets or any equity securities of, of the Company (any such proposal or offer being hereinafter referred to and its Subsidiaries, taken as an "Acquisition Proposal")a whole, or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If majority of the capital stock of the Company or any Stockholderof its Subsidiaries, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Transactions.

Exclusivity. Except with respect to During the period between the date of this Agreement and the transactions contemplated herebyClosing (the “Interim Period”), the Company, the Stockholders and neither Raven Holdings or any of its Affiliates nor any of their affiliates shall notrespective shareholders, and each members, partners, directors, managers, officers or agents will, directly or indirectly (other than with respect to SXCP or the sale of them shall cause its respective employeesinventory in the ordinary course of business), agents and representatives (includingsolicit, without limitationmake, entertain, discuss or negotiate the terms of any investment banking, legal offer or accounting firm retained by it proposal from or them and to any individual member or employee of the foregoing) (each, an "Agent") not to, Person relating to (a) initiate, solicit the sale or seek, directly possible sale or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase other disposition of all or any portion of the assets or any equity securities ofOperating Company Assets, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in the sale or possible sale or other disposition, including by merger or consolidation, of all or any negotiations concerningportion of the Raven Interest or any of the Equity Interests of the Operating Company, whether such Equity interests constitute newly issued or provide any confidential information previously outstanding Equity interests or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate any other material transaction that is inconsistent with the transactions contemplated by this Agreement (collectively, a “Competing Transaction”). In addition, during the Interim Period, neither Raven Holdings or any of its Affiliates nor any of their respective shareholders, members, partners, directors, managers, officers or agents will, directly or indirectly, (1) except to the extent required by applicable Law or this Agreement, furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with by any person or entity relating to an Acquisition Proposal, except for consummate or seek any Competing Transaction or (2) agree in writing or otherwise to do any of the Merger contemplated herebyitems described above. If the Company Raven Holdings or any Stockholderof its Affiliates, or any of their respective Agentsshareholders, have provided members, partners, directors, managers, officers or agents, receives any person or entity (inquiry from any Person other than UniCapital) with any confidential information or data SXCP relating to an Acquisition Proposalany of the items described above, then they shall request the immediate return thereofRaven Holdings will immediately terminate all discussions with such Person and provide SXCP with written notice of any inquiry, request, discussions or other actions initiated by such Person with respect to a Competing Transaction. The Company Raven Holdings will cause its Affiliates, and the Stockholders shall notify UniCapital immediately if any inquiriesshareholders, proposals or offers related members, partners, directors, managers, officers and agents of Raven Holdings and its Affiliates, to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of comply with this Section 8.106.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not(a) Seller shall, and each of them shall cause its respective employeesSubsidiaries, agents affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, solicit, initiate or knowingly facilitate or encourage (a) initiate, solicit or seek, directly or indirectly, any inquiries including by furnishing non-public information concerning the Business or the making or implementation of Purchased Assets) any inquiry, proposal or offer (includinga “Competing Proposal”) with respect to, without limitationor that would reasonably be expected to lead to, a Competing Transaction, or enter into discussions or negotiate with any Person in furtherance of such an inquiry, proposal or offer or to its shareholders obtain a Competing Transaction, or agree to or endorse any Competing Transaction. (b) If Seller, or any of themits Subsidiaries, affiliates or Representatives, receives a Competing Proposal, Seller shall, promptly (and in any event within one (1) with respect business day) notify Purchaser of any receipt by any director or officer of Seller or by any of Seller’s other affiliates, or its or their respective Representatives, of any Competing Proposal or any proposals or inquiries that could reasonably be expected to lead to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingCompeting Proposal, or any purchase of all inquiry or request for nonpublic information relating to the Business by any portion Person who has made or could reasonably be expected to make any Competing Proposal. Such notice shall indicate the identity of the assets Person making the Competing Proposal, inquiry or any equity securities ofrequest, and the Company (material terms and conditions of any such proposal or offer being hereinafter referred or the nature of the information requested pursuant to such inquiry or request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by Seller or, if such Competing Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or proposed amendments to such material terms of any such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as an "Acquisition Proposal"Purchaser may reasonably request regarding the status and material terms of any such Competing Proposal or potential Competing Proposal (including as to the nature of any information requested of Seller with respect thereto). (c) Sellers shall not amend, terminate, waive or (b) engage fail to enforce any provisions of any confidentiality agreement with respect to any potential Competing Transaction, and promptly request, in accordance with the terms of any negotiations concerningsuch confidentiality agreement, the return or provide destruction of any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or previously furnished pursuant thereto. (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or Any breach of any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to covenants in the first sentence of this Section 8.105.15 by any affiliates or Representatives of Seller shall be deemed a breach by Seller.

Exclusivity. Except with respect to (a) From the date of this Agreement and ending on the transactions contemplated herebyearlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Section 9.01, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause the Company Subsidiaries and its and their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (A) enter into, knowingly solicit, initiate or continue any inquiries discussions or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any purchase of all inquiries, offers or any portion of the assets proposals (written or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")oral) by, or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person relating to 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 Acquisition Proposal“Alternative Transaction”), other than with the other Parties and their respective Representatives, (cB) 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 effort or attempt way that would otherwise reasonably be expected to makelead to, implement or accept an Acquisition Proposalany Alternative Transaction, or (dC) enter into any contract or consummate any agreement 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 or entity relating conducted heretofore with respect to an Acquisition Proposal, except for the Merger contemplated herebyany Alternative Transaction. If the Company or any Stockholder, of its subsidiaries or any of its or their respective Agents, have provided Representatives receives any person inquiry or entity (other than UniCapital) proposal with any confidential information or data relating respect to an Acquisition ProposalAlternative Transaction at any time prior to the Closing, then they the Company shall request promptly (and in no event later than three (3) Business Days after the immediate return thereofCompany 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). The 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 Stockholders date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, (i) Parent shall notify UniCapital immediately if not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage or submit an indication of interest for, any inquiries, proposals or offers offer to 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 Parent, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities or other similar transaction (“Parent Acquisition Proposal”), or (B) participate in any negotiations relating to an a Parent Acquisition Proposal are received byand (ii) Parent shall, any confidential information or data is requested fromand shall cause its Representatives to, or (A) terminate immediately any negotiations or discussions related with any Person relating to an a Parent Acquisition Proposal are sought 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 be initiated inform the Company of the identity of the person making such proposal or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10material terms thereof).

Exclusivity. Except with respect to this Agreement and From the transactions contemplated hereby, date hereof until the Company, the Stockholders and any earliest of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiatethe Closing Date or (b) such date on which this Agreement is validly terminated in accordance with Article X, solicit or seekthe Seller and its Subsidiaries and Affiliates will not, directly or indirectlyindirectly (i) solicit, any inquiries initiate or accept the making or implementation submission of any proposal or offer from any Person relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties or (includingii) participate in any discussions or negotiations regarding the acquisition of the Seller, without limitation, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, its shareholders Subsidiaries or the Acquired Properties (other than the Buyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of themany confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to a mergerany discussions or negotiations regarding the acquisition of the Seller, acquisitionits Subsidiaries or the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any bid, consolidationoffer or proposal it receives with respect to the Seller, recapitalization, liquidation, dissolution its Subsidiaries or similar transaction involving, the Acquired Properties or any purchase of all or any portion of other transaction inconsistent with the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger transactions contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of by this Section 8.10Agreement.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiateDuring the Pre-Closing Period, solicit or seekno Seller shall, and the Sellers shall cause the Company and each Seller’s and the Company’s respective officers, directors, employees, representatives and agents not to, directly or indirectly, through any inquiries officer, director, employee, Affiliate, agent or representative or otherwise, (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than the making Buyer or implementation of its representatives) concerning any proposal acquisition, equity or offer (includingdebt financing, without limitationjoint venture, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisitionreorganization, consolidation, recapitalization, business combination, liquidation, dissolution dissolution, share exchange, sale of stock, sale or license of material assets or similar business 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If involving the Company or any StockholderSubsidiary (each, an “Acquisition Transaction”), provided that nothing in this Section 5.6 shall prevent or restrict the Sellers and/or the Company from taking any steps or entering into discussions (but not consummating any transaction) with any Person in relation to an equity and/or convertible debt financing (but where such equity and/or convertible debt financing involves third parties, no third party (with its Affiliates) shall be permitted to acquire in excess of 19.9% of the Company’s outstanding equity securities) to fund the Company’s operations (whether as part of an initial public offering of the Company’s Shares or otherwise) (ii) other than in the Ordinary Course of Business, furnish any information concerning the business, properties or assets of the Company or any of their respective Agents, have provided Subsidiary or the Company Shares to any person or entity party (other than UniCapitalthe Buyer or its representatives), it being agreed that the foregoing exception shall not permit the furnishing of any information to any party that any Seller or Warrantor has reason to believe is considering an Acquisition Transaction, or (iii) engage in negotiations or enter into any agreement with any confidential information Person (other than the Buyer or data relating to an Acquisition Proposalits representatives) concerning any such transaction. (b) The Sellers shall, then they and shall request cause the immediate return thereof. The Company to, immediately notify any party with which discussions or negotiations of the nature described in Section 5.6(a) above were pending that the Sellers and the Stockholders Company are terminating such discussions or negotiations. If any Seller or the Company receives any inquiry, proposal or offer of the nature described in Section 5.6(a) above, such Seller shall, and the Sellers shall cause the Company to, within one (1) Business Day after such receipt, notify UniCapital immediately if any inquiriesthe Buyer of such inquiry, proposals proposal or offers related to an Acquisition Proposal are received byoffer, any confidential information including the identity of the other party and the terms of such inquiry, proposal or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10offer.

Exclusivity. Except Seller Parties (whether directly or indirectly through their officers, directors, agents or other representatives) will not (a) solicit, initiate discussions, engage in or encourage discussions or negotiations with, or accept or consider any proposal or enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with respect to this Agreement and (i) the transactions contemplated hereby, possible acquisition of the Company, the Stockholders and Acquired Entities or any of their affiliates shall notSubsidiaries (by way of merger, and each share purchase, asset purchase, license, lease or otherwise), (ii) the possible acquisition of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee material portion of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or shares of the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Acquired Entities or any of themtheir Subsidiaries (including the issuance of new shares) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingassets of the Acquired Entities or any of their Subsidiaries, or (iii) any purchase other transaction outside of all or any portion the Ordinary Course of Business that could materially impair the value of the assets of any of the Acquired Entities or any equity securities oftheir Subsidiaries post-closing (collectively, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"a “Restricted Transaction”), or (b) engage in disclose any negotiations concerning, or provide any confidential non-public information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for either of the Merger contemplated hereby. If the Company or any Stockholder, Acquired Entities or any of their respective AgentsSubsidiaries or afford access to the properties, have provided books or records of either of the Acquired Entities or any of their Subsidiaries, to any person or entity (other than UniCapitalBuyer or its representatives) in connection with a proposed Restricted Transaction. Upon receipt of any confidential offer or proposal with respect to a Restricted Transaction or any request for nonpublic information or data relating inquiry that Seller Parties reasonably believe could lead to an Acquisition Proposala proposal for a Restricted Transaction, then they shall the Sellers will promptly (and in any event within one (1) Business Day) provide Buyer with a copy of any written Restricted Transaction proposal, request or inquiry received and a written statement with respect to any non-written Restricted Transaction proposal request or inquiry received, which statement will include the immediate return thereof. The Company identity of the parties making the proposal and the Stockholders shall notify UniCapital immediately if terms thereof, and will promptly (and in any inquiriesevent within one (1) Business Day) advise Buyer of any material modification or proposed modification, proposals or offers related and any other information necessary to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to keep Buyer informed in all material respects regarding the first sentence status and details of this Section 8.10such Restricted Transaction proposal.

Exclusivity. Except with respect to From the date hereof until the Closing Date or, if earlier, the termination of this Agreement and the transactions contemplated herebyin accordance with Article IX, the CompanyGroup, the Stockholders CayCo and any of their affiliates Merger Sub shall not, and each of them the Group, CayCo and Merger Sub shall instruct and use their reasonable best efforts to cause its respective employeesand their Representatives acting on its and their behalf, agents and representatives (including, without limitation, 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, (ai) initiate, solicit or seek, directly or indirectly, initiate any inquiries or the making or implementation of negotiations with any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) Person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerningto, or provide any confidential non-public information or data concerning the Group, CayCo or Merger Sub to any Person relating to, an Acquisition Proposal or have afford to any substantive discussions withPerson access to the business, properties, assets or personnel of the Group, CayCo or Merger Sub in connection with an Acquisition Proposal, (ii) enter into any person acquisition 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 Acquisition Proposal, (ciii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (v) prepare or take any steps in connection with a public offering of any equity securities of the Company Parties, or a newly formed holding company of the Company Parties or such Subsidiaries, or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to makedo or seek to do any of the foregoing. Notwithstanding anything to the contrary in this Agreement, implement the Group, CayCo and Merger Sub and their Subsidiaries and their respective Representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated in this Agreement or accept an Acquisition Proposalthe Ancillary Agreements. From and after the date hereof, or the Group, CayCo and Merger Sub shall, and shall instruct their respective officers and directors to, and the Group, CayCo and Merger Sub shall instruct and cause their respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (dacting on their behalf) enter into or consummate any agreement or understanding to, immediately cease and terminate all discussions and negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) Persons that may be ongoing with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related respect to an Acquisition Proposal are received by, (other than with SPAC and its Representatives). The Company Parties shall promptly (and in any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in event within three (3) Business Days of the first sentence date of this Section 8.10Agreement) deliver a written notice to each such Person to the effect that the Company Parties are ending all such solicitations, communications, activities, discussions or negotiations with such Person, effective on the date of this Agreement, which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to such Person or its Representatives by or on behalf of the Group, CayCo and Merger Sub.

Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyExclusivity Period, the CompanyCompany will not, the Stockholders and nor will it authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective directors, Affiliates or employees, agents and representatives (including, without limitation, or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectlyindirectly (i) solicit, initiate 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 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 Acquisition Proposal, iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or offer recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its shareholders Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, 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 the Company or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, its Subsidiaries or any purchase investment banker, attorney or other advisor or representative of all the Company or any portion of its Subsidiaries, which violation was known to the assets or Company’s management and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any equity securities ofprovision in this Section 6.4 to the contrary, the Company (shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or funding transaction until the Exclusivity Period has expired. (b) engage In addition to the obligations of the Company set forth in subsection (a) of this Section 6.4, the Company as promptly as practicable shall advise BSC in writing of any negotiations concerning, Acquisition Proposal received during the Exclusivity Period or provide of any confidential request for nonpublic information or data to, or have any substantive discussions with, any person relating other inquiry during the Exclusivity Period which the Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (c) otherwise cooperate in to the extent known), and the identity of the person or group making any effort such request, inquiry or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates (a) Xxxx agrees that it shall not, and each of them that it shall cause direct its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, directly or indirectly, (ai) initiate, solicit or seekknowingly encourage any inquiries, directly proposals or indirectlyoffers with respect to, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities completion of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (bii) engage or participate in any negotiations concerning, or provide or cause to be provided any confidential non-public information or data torelating to any portion of the Business or any Acquired Entity in connection with, an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal or (iv) approve, endorse or recommend, or have execute or enter into any substantive discussions withletter of intent, any person agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal. Xxxx agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. Furthermore, neither the Xxxx board of directors nor any committee thereof shall (i) withdraw or modify in a manner adverse to ITOCHU, or publicly propose to withdraw or modify in a manner adverse to ITOCHU, its recommendation of this Agreement or the transactions contemplated hereby, or (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of such actions, an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary in Section 5.8(a): (i) At any time prior to obtaining Stockholder Approval, Xxxx may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8(a) and that the Xxxx board of directors determines in good faith constitutes or may reasonably be expected to lead to a Superior Proposal, (x) furnish information with respect to Xxxx and its subsidiaries, the Business or any Acquired Entity to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for Xxxx to be able to comply with its obligations under this Agreement); provided, however, that Xxxx shall promptly (and in any event within forty-eight (48) hours) provide to ITOCHU any material non-public information concerning the Business or any Acquired Entity that is provided to such Person to the extent not previously provided to ITOCHU, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal. (ii) At any time prior to obtaining Stockholder Approval, the Xxxx board of directors or any committee thereof may (x) effect an Adverse Recommendation Change if the Xxxx board of directors determines in good faith, after consultation with outside legal counsel that the failure of it or any committee thereof to effect an Adverse Recommendation Change would be inconsistent with the Xxxx board of directors’ exercise of its fiduciary duties, and the Xxxx board of directors or any committee thereof may only so effect an Adverse Recommendation Change if Xxxx also simultaneously (y) terminates this Agreement pursuant to Section 10.1(d)(ii); provided, however, that prior to taking any such action: a) Xxxx shall notify ITOCHU in writing, at least five (5) days (the “Notice Period”) before making an Adverse Recommendation Change and terminating this Agreement, of its intention to take such action, which notice shall, (1) expressly state that Xxxx has received an Acquisition Proposal that is a Superior Proposal and that the Xxxx board of directors intends to make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii), (2) identify the Person making such Superior Proposal, and (3) include a copy of the most current version of the proposed agreement (or other transaction document) relating to such Superior Proposal; b) Xxxx shall, during the Notice Period, negotiate with ITOCHU in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal ceases to constitute a Superior Proposal if ITOCHU, in its sole discretion, proposes to make such adjustments; and c) Xxxx’x board of directors shall determine in good faith, after consulting with outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal even after taking into account any adjustments to the terms and conditions of this Agreement agreed to by ITOCHU during the Notice Period, provided, further, that if, as of the end of the Notice Period, ITOCHU has not agreed in writing to the terms and conditions described above that would cause such Acquisition Proposal to cease to constitute a Superior Proposal, then Xxxx shall have no further obligations to ITOCHU under clauses (a) through (c) otherwise cooperate of the foregoing proviso and may proceed with its right to effect an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii). Notwithstanding any other provision herein to the contrary, Xxxx may terminate this Agreement pursuant to Section 10.1(d)(ii) only if it concurrently effects an Adverse Recommendation Change in accordance with this Section 5.8(b)(ii). (iii) Xxxx or the Xxxx board of directors may (x) take and disclose to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or make any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or (y) make any required disclosure to Xxxx’x stockholders, in each case, if in the good faith judgment of the Xxxx board of directors, after consultation with outside legal counsel, failure to do so would reasonably be expected to violate its obligations under applicable Legal Requirements. (iv) It is understood and agreed that any determination or action by the Xxxx board of directors permitted under this Section 5.8(b) or Section 10.1(d)(ii) shall not be deemed to be a breach of Section 5.8(a). (c) Xxxx promptly (and in any effort or attempt event within 48 hours) shall advise ITOCHU orally and in writing of any written Acquisition Proposal that is reasonably likely to makelead to a Superior Proposal, implement or accept an including in each case the identity of the Person making any such Acquisition Proposal, inquiry or (d) enter into or consummate request and the material terms of any agreement or understanding with any person or entity relating to an such Acquisition Proposal, except for inquiry or request. Xxxx shall keep ITOCHU fully informed, on a reasonably current basis, of the Merger contemplated hereby. If the Company or status and material terms of any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an such Acquisition Proposal, then they shall request including any material amendments or proposed amendments to the immediate return material terms thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with respect the other Consortium Members to this Agreement and implement the transactions contemplated herebyTransaction, including to (i) evaluate the Company; and (ii) conduct negotiations, prepare and finalize the Stockholders and any of their affiliates Documentation; (b) each Consortium Member shall not, without the foreknowledge and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee written consent of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekother Consortium Members, directly or indirectly, either alone or with any inquiries of its Connected Persons: (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 any other person pursuing or considering to pursue a Competing Proposal; (including, without limitation, any proposal ii) finance or offer to its shareholders finance any Competing Proposal, including by offering any equity or debt finance 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, or enter into any agreement, arrangement or understanding to sell, any Securities except as contemplated under this Agreement and the Documentation; (iv) enter into any agreement, arrangement or understanding with respect to a mergerlimitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, acquisitionpower of attorney or voting trust with respect to any Securities; (vi) take any action that would have the effect of preventing, consolidationdisabling or delaying such Consortium Member from performing its obligations under this Agreement; (vii) enter into any written or oral agreement, recapitalization, liquidation, dissolution arrangement or similar transaction involvingunderstanding (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 purchase of all or other person in doing any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"things mentioned in clause 6.1(b), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; and (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for each Consortium Member shall notify the Merger contemplated hereby. If the Company or any Stockholder, other Consortium Members immediately if it or any of their respective Agents, have provided its Connected Persons or Representatives receives any person approach or entity (communication with respect to any Competing Proposal and shall disclose to the other than UniCapital) with Consortium Members the identity of any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company other persons involved and the Stockholders shall notify UniCapital immediately if any inquiries, proposals nature and content of the approach or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10communication.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby(i) Neither of Sellers shall, the Company, the Stockholders and nor shall any of their affiliates shall notofficers, and each of them shall cause its respective directors, employees, partners, stockholders, Affiliates, Subsidiaries, investment bankers, attorneys, accountants, consultants or other agents and representatives or advisors (including, without limitation, 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, (a) initiate, solicit or seek“Representatives”), directly or indirectly, (A) solicit, initiate or take any inquiries action to facilitate or encourage the making or implementation submission of any proposal Acquisition Proposal, (B) enter into or offer (includingparticipate in any discussions or negotiations with, without limitationfurnish any information relating to Sellers or Division or afford access to the business, properties, assets, books or records of Sellers or Division or otherwise cooperate in any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingway with, or knowingly assist, participate in, facilitate or encourage any purchase of all or effort by any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred third party that is seeking to as an "Acquisition Proposal")make, or (b) engage in any negotiations concerninghas made, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cC) otherwise cooperate in grant any effort waiver or attempt release under any standstill or similar agreement with respect to make, implement any class of equity securities of Sellers or accept an Acquisition Proposal, any Subsidiary of Parent or (dD) enter into or consummate any agreement or understanding with any person or entity relating respect to an Acquisition Proposal. (ii) Notwithstanding §5(g)(i) above and subject to §5(g)(iv) below, except for if Sellers and the Merger contemplated hereby. If Representatives have not breached or violated any provision of this §5(g), the Company board of directors of Parent, directly or indirectly through the Representatives, may engage in negotiations or discussions with any StockholderThird Party that, without prior solicitation by or negotiation with Parent, has made a Superior Proposal and furnish to such Third Party nonpublic information relating to Parent or any of their respective Agents, have its Subsidiaries pursuant to a confidentiality agreement (a copy of such confidentiality agreement being provided any person for informational purposes only to Buyer); provided that Buyer shall be furnished with such nonpublic information prior to or entity simultaneously with the furnishing thereof to such Third Party (other than UniCapital) with any confidential to the extent such nonpublic information or data relating has not been previously furnished by Sellers to an Acquisition Buyer). Following receipt of such Superior Proposal, then they Parent’s board of directors may fail to make, withdraw or modify in a manner adverse to Buyer its recommendation to its stockholders referred to in §5(i)(i) below, submit such Superior Proposal to a vote of its stockholders, and/or take any non-appealable, final action that any court of competent jurisdiction orders Parent to take, but in each case referred to in the foregoing subsections (A) through (D) of §5(g)(i) above only if a majority of the Non-Affiliated Directors determine in good faith, after considering written advice of the outside legal counsel and financial advisor to Parent’s board of directors that the board must take such action to comply with its fiduciary duties under applicable law. Nothing contained herein shall request prevent Parent’s board of directors from complying with Rule 14e-2(a) or Rule 14d-9 under the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related Securities Exchange Act with regard to an Acquisition Proposal are received byor from making other disclosures to Parent’s stockholders if required under applicable law; provided, however, that any such actions shall comply with the other requirements of this §5(g). (iii) Parent’s board of directors shall not take any of the actions referred to in subsections (A) through (D) of §5(g)(i) above unless Parent shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action, and Parent shall continue to keep Buyer informed, on a current basis, with respect to such Superior Proposal after taking such action. In addition, Parent shall notify Buyer promptly (but in no event later than 24 hours) after receipt by Parent (or any of its Representatives) of any Acquisition Proposal, any confidential information or data indication that a third party is requested from, or any negotiations or discussions related to considering making an Acquisition Proposal are sought or of any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any third party that may be considering making, or has made, an Acquisition Proposal. Parent shall provide such notice orally and within one (1) business day in writing and shall identify the third party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. Parent shall provide within one (1) business day of receipt a copy of any documentation of the terms of any such inquiry, proposal or offer, and thereafter shall keep Buyer informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to above). Parent shall, and shall cause the Representatives to, cease immediately and cause to be initiated terminated any and all existing activities, discussions or continued withnegotiations, it if any, with any third party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use all reasonable efforts to cause any such third party (or its agents or advisors) in possession of confidential information about Parent or its Subsidiaries to return or destroy all such information. (iv) In the event Parent receives a Superior Proposal, Parent and its board of directors shall not take any individual or entity actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the first sentence terms of the transactions contemplated by this Section 8.10Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of the Superior Proposal (including any documents related thereto) as set forth in §5(g)(iii) above. In the event Parent subsequently receives any amendments or changes to such Superior Proposal, Parent and its board of directors shall not take any actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the terms of the transactions contemplated by this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of such original Superior Proposal, as amended or changed (including any documents related thereto) as set forth in §5(g)(iii) above and such written notice shall specify if Parent and its board of directors intend to take any actions referred to under §5(g)(ii) above.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiatePrior to the Closing, solicit or seekwithout Purchaser’s prior written consent, neither the Company nor any Company Subsidiary shall, directly or indirectly, take (and the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or implementation would reasonably be expected to lead to, any Acquisition Proposal. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or offer (inquiry, including, without limitationbut not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any proposal or offer to its shareholders or any of them) with respect to a mergersuch Acquisition Proposal, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingpotential Acquisition Proposal, or inquiry, or of any purchase information requested from it or of all any negotiations or any portion discussions being sought to be initiated with it, shall furnish to the Purchaser a copy of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")inquiry, if it is in writing, or (b) engage a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the Purchaser informed on a reasonably prompt basis with respect to any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating developments with respect to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10foregoing.

Exclusivity. Except with respect to this Agreement and From the transactions contemplated hereby, date hereof until the Company, the Stockholders and any earliest of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiatethe Closing Date or (b) such date on which this Agreement is validly terminated in accordance with Article IX, solicit or seekeach Seller and its Subsidiaries and its Affiliates will not, directly or indirectlyindirectly (i) solicit, any inquiries initiate or accept the making or implementation submission of any proposal or offer from any Person relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or (includingii) participate in any discussions or negotiations regarding the acquisition of any Seller, without limitation, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its shareholders respective Subsidiaries or the Assumed Platform Assets (other than the Buyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of themany confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to a mergerany discussions or negotiations regarding the acquisition of any Seller, acquisitionits respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of any bid, consolidationoffer or proposal it receives with respect to any Seller, recapitalization, liquidation, dissolution its respective Subsidiaries or similar transaction involving, the Assumed Platform Assets or any purchase of all or any portion of other transaction inconsistent with the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger transactions contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of by this Section 8.10Agreement.

Exclusivity. Except with respect to During the period starting on the date hereof and ending upon the earlier of (i) the Closing, or (ii) termination of this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates pursuant to Section 10.1: 8.3.1 The Seller shall not, and each of them shall cause the Group Companies and its and their respective employeesAffiliates, agents shareholders, equity holders and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, directly or indirectly (ai) submit, solicit, initiate, solicit discuss or seek, directly or indirectly, negotiate with any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) Person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, any Acquisition Proposal or any purchase of all or matter that could reasonably be expected to lead to any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cii) provide information with respect to the Seller or any Group Company to any Person, other than the Purchaser, in connection with any Acquisition Proposal by any Person, (iii) enter into any Contract or accept any offer relating to any Acquisition Proposal or (iv) otherwise cooperate in any way, or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to makedo or seek any of the foregoing. The Seller shall, implement and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, immediately cease and terminate all discussions and negotiations that occurred or accept an may have occurred on or prior to the date of this Agreement and terminate all agreements, in each case, with respect to any Acquisition Proposal. The Seller shall, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for and shall cause the Merger contemplated hereby. If the Company or any Stockholder, or any of Group Companies and its and their respective AgentsAffiliates, have provided any person or entity (other than UniCapital) with any confidential information or data relating shareholders, equity holders and Representatives to, take the necessary steps to an Acquisition Proposal, then they shall request promptly inform the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity Persons referred to in the first sentence of this Section 8.108.3.1 of the obligations undertaken in this Section 8.3.1. 8.3.2 The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, promptly notify (but in no event later than twenty-four (24) hours) the Purchaser of any Acquisition Proposal (including any amendments or modifications to any previously received Acquisition Proposal) or request for non-public information relating to any Group Company or for access to the properties, books or records, of any Group Company by any Person other than the Purchaser received after the date hereof. Such notice shall include: (i) the terms and conditions of such Acquisition Proposal and (ii) the identity of the Person making any such Acquisition Proposal.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiateDuring the Interim Period, solicit Purchaser shall not take, nor shall it permit any of its Affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue, engage in or facilitate discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than the making Company, its shareholders and/or any of their controlled Affiliates or implementation Representatives), concerning, relating to or which is intended or could reasonably be 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 “Purchaser Business Combination Proposal”) other than with the Company, its equityholders or their respective controlled Affiliates. Purchaser 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, a Purchaser Business Combination Proposal. Purchaser shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Purchaser Business Combination proposal) notify the Company of any Purchaser Business Combination Proposal following Purchaser’s awareness thereof and shall provide a copy of such Purchaser Business Combination Proposal if in writing or otherwise provide a detailed summary of the material terms of such Purchaser Business Combination Proposal to the Company. (b) During the Interim Period, the Company 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, engage in or facilitate discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than Purchaser, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating to or which is intended or could reasonably be likely to give rise to or result in, any offer, inquiry, proposal or offer indication of interest, written or oral relating to any (including, without limitation, any proposal or offer to its shareholders or any of themi) with respect to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution dissolution, share exchange or similar transaction involving, or any purchase recapitalization (excluding a recapitalization funded with the proceeds 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 an "Acquisition Proposal"debt financing), (ii) merger or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If consolidation involving the Company or any Stockholderof its Subsidiaries, (iii) sale of all or substantially all of the Company’s or its Subsidiaries’ assets (other than securitization transactions and other sales of assets in the ordinary course of business) or equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such equity interests) or (iv) similar transaction or business combination involving the Company or any of its Subsidiaries or its or their business or assets (a “Company Business Combination Proposal”), in each case other than (A) with Purchaser, its equityholders or their respective Agents, have provided any person controlled Affiliates or entity (other than UniCapitalB) as otherwise contemplated or permitted by this Agreement (including in connection with any confidential information the Pre-Closing Reorganization or data relating to an Acquisition Proposal, then they shall request the immediate return thereofas permitted under Section 8.01). 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 Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromdate hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Business Combination Proposal. The Company shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any negotiations Company Business Combination proposal) notify Purchaser of any Company Business Combination Proposal following the Company’s awareness thereof and shall provide a copy of such Company Business Combination Proposal if in writing or discussions related otherwise provide a detailed summary of the material terms of such Company Business Combination Proposal to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Purchaser.

Exclusivity. Except with respect to From the date of this Agreement and until the transactions contemplated herebyTermination Date, the Company, the Stockholders Company and any of its subsidiaries and their affiliates shall respective Affiliates will not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectlyindirectly through any officer, any inquiries director, employee, advisor, representative, agent or the making or implementation of any proposal or offer (includingotherwise, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, and the Company shall use commercially reasonable efforts to ensure that the Shareholders do not: (i) make, solicit, assist, initiate, encourage or accept or otherwise facilitate any such proposal inquiries, offers or offer being hereinafter referred to as an "Acquisition Proposal"proposals from any Person or group of Persons (other than the Purchaser and its Affiliates and their respective representatives), whether or not in writing and whether or not delivered to the Shareholders, concerning any Acquisition Proposal for the Company or its subsidiary; (bii) engage in any discussions or negotiations concerningregarding, or provide otherwise co-operate in any confidential information or data toway with, or have any substantive discussions withassist or participate in, any person relating to an Acquisition Proposalor facilitate or encourage, (c) otherwise cooperate in any effort or attempt by any Person (other than the Purchaser and its Affiliates and their respective representatives) to makemake or complete any Acquisition Proposal in respect of the Company or its subsidiary; (iii) furnish any non-public information concerning the business, implement properties or assets of the Company or any subsidiary thereof to any Person (other than the Purchaser and its Affiliates and their respective representatives) except as required to comply with Applicable Laws or this Agreement or except in the Ordinary Course of Business; or (iv) accept or enter into, or propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal in respect of the Company or its subsidiary. The Company and its subsidiaries and their respective Affiliates will immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons (other than the Purchaser and its Affiliates and their respective representatives) conducted heretofore with respect to any of the foregoing, and in connection therewith the Company will discontinue access to any of its confidential information (and will not establish or allow access to any of its confidential information, or any data room, virtual or otherwise). The Company agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and the Company undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof. The Company will immediately notify the Purchaser in writing upon receipt by the Company, any subsidiary thereof or any Shareholder of any proposal, offer or inquiry regarding an Acquisition Proposal in respect of the Company or its subsidiary, or any amendments to the foregoing or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries in respect of an Acquisition Proposal for the Company or its subsidiary, which notice will indicate in reasonable detail the identity of the Person making such proposal, offer or inquiry and the terms and conditions of any such Acquisition Proposal, or (d) enter into any other details of the proposal, inquiry or consummate any agreement or understanding with any person or entity relating offer known to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company as the Purchaser may reasonably request, and shall include copies of any such proposal, inquiry or offer or any Stockholder, or amendment to any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofforegoing. The Company shall keep the Purchaser promptly and fully informed of the Stockholders shall notify UniCapital immediately if status, including any inquirieschange to the material terms, proposals of any such proposal, inquiry or offers related request and will respond promptly to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in all reasonable inquires by the first sentence of this Section 8.10Purchaser with respect thereto.

Exclusivity. Except During the period commencing on the date hereof and for so long as any Preferred Shares remain outstanding, 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, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Buyer) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 1000 Xxx) or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Buyer) regarding any Exchange Transaction, or furnish to any Person (other than the Buyer) any information with respect to this Agreement and any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the transactions contemplated hereby, Buyer) to seek an Exchange Transaction involving the Company, the Stockholders and Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their affiliates shall notrespective officers, and each of them shall cause its respective employees, directors, agents and representatives (includingor other representatives, will, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee the prior written consent of the foregoing) Buyer (eachwhich consent may be withheld, an "Agent") not to, (a) initiate, solicit delayed or seekconditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any inquiries way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the making Buyer) to effect any acquisition of securities or implementation indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a “Third Party Exchange Transfer”). 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 proposal or offer Persons (including, without limitation, any proposal or offer to its shareholders or any of themother than the Buyer) with respect to a mergerany 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, acquisitionrequest, consolidationproposal or offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, recapitalizationrequest, liquidationproposal or offer relating to any Exchange Transaction or Third Party Exchange Transfer, dissolution and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Buyer of any written inquiries, requests, proposals or similar transaction involvingoffers relating thereto. The Company agrees that it and its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to the Buyer in accordance with this provision. For all purposes of this Agreement, violations of the restrictions set forth in this Section 4(w) by any Subsidiary or affiliate of the Company, or any purchase officer, employee, director, agent or other representative 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, of its Subsidiaries or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they affiliates shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a direct breach of this Section 8.104(w) by the Company.

Exclusivity. Except From the date of this Agreement until the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to this Agreement and any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the transactions contemplated herebyAssets or the Business, the Companywhether by purchase of assets, the Stockholders and any of their affiliates shall notexclusive license, and joint venture formation, strategic partnership or other alliance formation (each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"“Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, (a) initiate, solicit or seek, directly or indirectly, take any other action to facilitate any inquiries or the making of, any proposal that constitutes or implementation may reasonably be expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer (includingformal or informal, without limitationoral, any proposal written or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingotherwise), or any purchase inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or 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 an "request for information in connection with a potential Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating . Seller shall instruct each of its Representatives to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for observe the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence terms of this Section 8.10.7.7. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 7.7 by any Representative, whether or not such Person is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Section 7.7

Exclusivity. Except with respect to this Agreement The Company and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates its Affiliates shall not, and each of them shall cause its the Company Subsidiaries and their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (a) (i) solicit, (ii) initiate, (iii) knowingly encourage or assist, or (iv) respond to the making or implementation submission of any proposal or offer (includingfrom any third-party relating, without limitation, any proposal or offer with respect to its shareholders the Company or any of themthe Company Subsidiaries, to any (w) liquidation, dissolution or recapitalization, (x) merger or consolidation, (y) acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or any of the Company Subsidiaries or (z) similar transaction or business combination (a “Competing Transaction”), nor (b) participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other third-party any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage, any effort or attempt by any Person to pursue or effect a Competing Transaction nor (c) enter into any agreement with respect to a mergerCompeting Transaction, acquisitionexcept, consolidationin the cases of clauses (a)(iv) (and clause (a)(iii) to the extent an action described in clause (a)(iv) would also constitute an action described in clause (a)(iii)) and (b), recapitalizationto the extent failure to do so would be inconsistent with the fiduciary duties of the board of directors of the Company under applicable Law. Any information described in the foregoing clause shall only be provided pursuant to a confidentiality agreement with confidentiality provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. The Company shall, liquidationand shall instruct all Representatives acting on its and its Affiliates’ behalf to immediately cease any existing activities, dissolution discussions and negotiations with any Persons with respect to any of the foregoing. As soon as reasonably practicable after the date hereof, the Company shall instruct each Person (other than Parent and the Merger Subs and their representatives) in possession of confidential information about the Company that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any actual or similar transaction involving, or any purchase of all potential proposal by such Person to acquire the Company (or any portion thereof) to promptly return or destroy all such information, subject to the terms of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10confidentiality agreement.

Exclusivity. Except From and after the date hereof and so long as the Investor or its affiliates hold any Notes or Warrants, 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, without the prior written consent of the Investor (which consent may be withheld, delayed or conditioned in the Investor's sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Investor) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the Commission or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in clauses (i) or (ii), an "Exchange Transaction"); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Investor); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Investor) regarding any Exchange Transaction, or furnish to any Person (other than the Investor) any information with respect to this Agreement and any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the transactions contemplated hereby, Investor) to seek an Exchange Transaction involving the Company, the Stockholders and Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their affiliates shall notrespective officers, and each of them shall cause its respective employees, directors, agents and representatives (includingor other representatives, will, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee the prior written consent of the foregoing) Investor (eachwhich consent may be withheld, an "Agent") not to, (a) initiate, solicit delayed or seekconditioned in the Investor's sole discretion), directly or indirectly, cooperate in any inquiries way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the making Investor) to effect any acquisition of securities or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingindebtedness of, or any purchase claim against, the Company by such Person from an existing holder of all such securities, indebtedness or any portion claim in connection with a proposed exchange of the assets such securities or any equity securities indebtedness of, or claim against, the Company (any such proposal whether pursuant to Section 3(a)(9) or offer being hereinafter referred to as an 3(a)(10) of the 1933 Act or otherwise) (a "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except From the date hereof until the earlier of the Closing or the termination of this Agreement, Holdings agrees that neither it nor any Affiliate nor any of their respective officers, directors or representatives will (a) negotiate with any other Persons with respect to this Agreement and a sale, merger, consolidation, reorganization or other business combination pursuant to which the transactions contemplated herebystock, the Companyassets or business of Holdings would be combined with that of, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitationor sold to, any investment bankingacquirer or any other business or entity, legal including any direct or accounting firm retained by it indirect acquisition or them and purchase of 10% or more of any individual member class of equity securities or employee voting power or 10% or more of the foregoingconsolidated gross assets of Holdings (a “Holdings Acquisition Proposal”); (b) (each, an "Agent") not to, (a) initiate, solicit or seekrespond to any offers, directly bids, negotiations or indirectlyinquiries with respect to a Holdings Acquisition Proposal; (c) furnish any information with respect to the business, activities, operations, assets or liabilities of Holdings, or other similar matters, to any inquiries or the making or implementation of any proposal or offer Persons whatsoever (including, without limitation, any proposal or offer to its shareholders or any of themother than as described in this Agreement) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution Holdings Acquisition Proposal; or similar transaction involving, (d) proceed or any purchase continue with negotiations in respect of all or any portion a Holdings Acquisition Proposal which may be in progress as of the assets or any equity securities ofdate of this Agreement. Notwithstanding the foregoing, the Company (any such proposal or offer being hereinafter referred Holdings shall be permitted to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningwith, or provide furnish any confidential information or data to, or have any substantive discussions with, any person relating to Person from which it has received an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an unsolicited bona fide written Holdings Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related if its Board of Directors in good faith concludes (following receipt of a written opinion from its outside legal counsel) that the failure to an take such action would be inconsistent with its fiduciary duties under applicable Law. “Superior Proposal” means a bona fide written Holdings Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to obtained not in the first sentence breach of this Section 8.107.11 on terms that the Board of Directors of Holdings in good faith concludes (following receipt of the advice of its financial advisors and outside legal counsel) are more favorable from a financial point of view to the stockholders of Holdings then the Merger.

Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders and any of their affiliates Company shall not, and the Company shall require each of them shall cause its respective officers, directors, employees, representatives and agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries inquiry, proposal, offer or discussion with any party (other than the making or implementation of Buyer) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Buyer) or (iii) engage in negotiations or enter into any agreement with any party (other than the Buyer) concerning any such transaction. (b) Notwithstanding the foregoing, prior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent, the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal from an unaffiliated third party made or received after the date of this Agreement that the Company's Board of Directors determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company of this Section 4.9, and subject to compliance with Section 4.9(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of the other party than the NDA and (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Advisors regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 4.9 by any Advisor of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Section 4.9 by the Company. (c) otherwise cooperate The Company shall promptly, and in any effort event within one business day, notify any party with which discussions or attempt to make, implement negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or accept an negotiations. If the Company receives any Acquisition Proposal or any request for information in connection with any Acquisition Proposal, or (d) enter into of any inquiry with respect to, or consummate that could reasonably be expected to lead to, any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholdershall, or any within two business days after such receipt, notify the Buyer of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an such Acquisition Proposal, then they shall request or inquiry, including the immediate return thereof. The Company identity of the other party and the Stockholders shall notify UniCapital immediately if any inquiriesterms of such Acquisition Proposal, proposals request or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10inquiry.

Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective employees, agents Representatives and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Subsidiaries not to, directly or indirectly, (ai) initiate, solicit or seek, directly encourage (including by way of providing confidential or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themnon-public information) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any purchase of shares or other Equity Securities of the Company or material portion of the assets of the Company and its Subsidiaries (on a consolidated basis) or any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to an Acquisition Proposal are received byany Alternative Transaction Proposal; provided that (x) the execution, any confidential information or data is requested from, 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) and (y) nothing in this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. Notwithstanding anything set forth in this Section 8.03(a) to the contrary, the Company shall be permitted to undertake the Permitted Equity Financing if (and only if), (1) none of the Company, its Subsidiaries, or its Representatives, prior to November 1, 2021, (x) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (y) engage or participate in any discussions, negotiations or transactions with any third party regarding the Permitted Equity Financing or that are intended to lead to the Permitted Equity Financing, (2) the Company (x) notifies SPAC promptly (and in any event within twenty-four (24) hours) after the Company has determined to pursue the Permitted Equity Financing or potential Permitted Equity Financing, (y) keeps SPAC reasonably informed on a prompt and timely basis of the status, discussions, negotiations and terms (including any developments, amendments or proposed amendments to such terms) of the Permitted Equity Financing or potential Permitted Equity Financing, and (z) consults with SPAC in respect of the Permitted Equity Financing or potential Permitted Equity Financing, and (3) each Person that receives Equity Securities in connection with the Permitted Financing shall enter into an agreement substantially in the form of the Company Shareholder Lock-Up and Support Agreement (excluding Article VI therein), which shall also contain a customary voting provision in which such Person agrees to vote (whether at a meeting or by written consent) all of the Equity Securities owned by such Person in favor and support of the Transactions, including the Company Transaction Proposals. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to an Acquisition Proposal are sought to any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a violation of this Section 8.108.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the Company and its Representatives) regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Except (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by Acquirer in connection with respect to the preparation and execution of this Agreement and its due diligence investigations, each Contributor hereby agrees that for the transactions contemplated herebyperiod commencing on the date of this Agreement and terminating upon the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Companyno Contributor shall, the Stockholders and shall not authorize or permit any of its affiliates (including Holdings) or any of its or their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any (i) encourage, solicit, initiate, facilitate or continue inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 regarding an "Acquisition Proposal"), ; (ii) enter into discussions or (b) engage in any negotiations concerningwith, or provide any confidential information to, any person concerning a possible Acquisition Proposal; or data (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Contributor shall immediately cease and cause to be terminated, and shall cause its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted heretofore with respect to, or have that could lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.3, each Contributor shall promptly (and in any substantive discussions withevent within three days after receipt thereof by such Contributor or its representatives) advise Acquirer orally and in writing of any Acquisition Proposal, any person relating request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making the same. (c) otherwise cooperate Each Contributor agrees that the rights and remedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withSection 9.2), it being acknowledged and agreed that any such breach or any individual or entity referred threatened breach may cause irreparable injury to in the first sentence of this Section 8.10Acquirer and that money damages would not provide an adequate remedy to Acquirer.

Exclusivity. Except (a) During the term of this Agreement, neither Seller nor any of its Affiliates shall, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of their respective Affiliates to initiate, solicit, encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in Section 10.6 hereof), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, and Seller shall notify Purchaser orally (within one business day) and in writing (as promptly as practicable), in reasonable detail, as to any inquiries and proposals which it or any of its Affiliates or any of their respective representatives or agents may receive; provided, however, that (i) Seller and its Affiliates may furnish or cause to be furnished confidential and non-public information concerning Seller and its businesses, properties or assets to a third party (subject to execution by such third party of a confidentiality agreement containing confidentiality provisions substantially similar to those of the letter agreement entered into between FBR Capital Markets & Co., as Seller’s agent, and Purchaser dated Xxxxx 0, 0000), (xx) following the execution of such a confidentiality agreement, Seller may engage in discussions or negotiations with a third party executing such an agreement, (iii) following receipt of an Acquisition Proposal, Seller may take and disclose to its shareholders a position with respect to such Acquisition Proposal, including, if such Acquisition Proposal is a tender offer, Seller’s Board of Directors may take and disclose to its shareholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, and/or (iv) following receipt of an Acquisition Proposal, Seller’s Board of Directors may withdraw or modify its recommendation to shareholders, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that Seller’s Board of Directors shall conclude in good faith (on the basis of advice from outside counsel) that such action is required in order for Seller’s Board of Directors to satisfy their respective fiduciary obligations under applicable law; provided, further, that Seller’s Board of Directors shall not take any of the foregoing actions referred to in clauses (i) through (iv) until after reasonable notice to and consultation with Purchaser with respect to such action and that Seller’s Board of Directors shall continue to consult with Purchaser after taking such action and, in addition, if Seller’s Board of Directors receives an Acquisition Proposal or any request for confidential and non-public information or for access to the properties, books or records of Seller for the purpose of making, or in connection with, an Acquisition Proposal, then Seller shall promptly inform Purchaser as provided above of the terms and conditions of such proposal or request and the identity of the person making it. Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement and with respect to any Acquisition Proposal. (b) Without limiting the transactions contemplated herebyforegoing, it is understood that any violation of the Companyrestrictions set forth in the first sentence of Section 5.4(a) by any employee, the Stockholders and officer or director or authorized employee, agent or representative of Seller or any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives Affiliates (including, without limitation, any investment bankingbanker, legal financial advisor, attorney or accounting firm accountant or other representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Seller or any of themits Affiliates) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.105.4 by Seller.

Exclusivity. Except With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to this Agreement and the transactions contemplated herebyany entity, any affiliates of such entity, including, without limitation, the Company, the Stockholders direct and any indirect subsidiaries of their affiliates shall notsuch entity, and each of them shall cause such entity’s and its respective affiliates’ directors, officers, employees, agents and representatives (including, without limitation, any investment bankingfinancial advisors, legal attorneys and accountants) or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10agents.

Exclusivity. Except with respect to this Agreement Sellers and the transactions contemplated herebySubsidiaries shall not, the Company, the Stockholders and nor shall they authorize or permit any of their affiliates shall notdirectors, officers or employees to, and each of them Sellers and the Subsidiaries shall use their reasonable best efforts to cause its respective employees, agents and representatives (including, without limitation, any investment bankingbanker, legal financial advisor, services provider, consultant, attorney, accountant or accounting firm retained by other representative acting on behalf of it or them and any individual member or employee of the foregoing) (each, an "Agent") its subsidiaries not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries or the making or implementation of any proposal that constitutes a Seller Acquisition Proposal (as defined below) or offer (includingii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, without limitation“Seller Acquisition Proposal” means any bona fide inquiry, any proposal or offer from any person relating to its shareholders (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of themthe net revenues, net income or the assets of the Business, (ii) with respect to a any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or (iii) any merger, acquisitionconsolidation, consolidationbusiness combination, recapitalization, liquidation, dissolution or similar transaction involvinginvolving any Subsidiary, in each case other than the transactions contemplated by this Agreement. In addition, Sellers and the Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any purchase Seller Acquisition Proposal (and in any case within 24 hours of all such request or any portion the receipt of such Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal and the identity of the assets person making such request or any equity securities of, Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the Company status and details (including amendments or proposed amendments) of any such proposal request or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Seller Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.as promptly as practicable

Exclusivity. Except In consideration of the substantial expenditure of time and effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in connection with respect to this Agreement letter agreement and the transactions contemplated herebyproposed Acquisition, AIPC hereby undertakes and agrees that without the Companyprior written consent of Ralcorp, prior to June 30, 2010 (the Stockholders and “Termination Date”), neither AIPC nor any of their affiliates shall notits direct or indirect subsidiaries, and each of them shall cause its respective employees, agents and officers, directors, affiliates or representatives shall engage in any Business Combination (including, without limitation, as defined below) other than the Acquisition contemplated hereby (any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoingsuch other Business Combination is referred to as an “Alternative Transaction”) (each, an "Agent") not to, (a) initiate, solicit or seekor, directly or indirectly, (A) solicit, initiate, assist or encourage (including by way of furnishing non-public information) or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes, or offer may reasonably be expected to lead to, an Alternative Transaction, or (includingB) participate in any discussions or negotiations regarding an Alternative Transaction. AIPC and its direct or indirect subsidiaries, without limitationemployees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect to any Alternative Transaction and will immediately inform Xxxxxxx in the event any Alternative Transaction proposal is made. For purposes hereof, “Business Combination” means any (x) merger, consolidation, business combination, joint venture or offer similar transaction relating to its shareholders AIPC or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, its subsidiaries (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 an "Acquisition Proposal"part thereof), or (by) engage in any negotiations concerningsale or other disposition of the capital stock of or other equity interests (or securities convertible into, or provide any confidential information exercisable or data to, exchangeable for capital stock or have any substantive discussions with, any person relating to an Acquisition Proposal, (cother equity interests) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, of AIPC or any of their respective Agentsits subsidiaries (or any part thereof), have provided excluding the exercise of outstanding awards under AIPC’s Equity Incentive Plan or sales under AIPC’s 401(k) Plan or (z) any person sale, dividend or entity other disposition of any assets of properties of AIPC or any of its subsidiaries (or any part thereof), other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence ordinary course of this Section 8.10business, other than immaterial assets and other than the sale of AIPC’s Xxxxxx Xxxxx® brand.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyContract Period, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause and instruct its respective employeesAffiliates, agents directors, officers, employees and representatives (including, without limitation, 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, (a) initiate, solicit and shall not authorize or seekpermit any of the foregoing to, directly or indirectly, (i) solicit, initiate, seek or knowingly encourage any inquiries or the making or implementation of any inquiry, proposal or offer (including, without limitationfrom, any proposal or offer to its shareholders or any of them) Person (other than the Purchasers and their respective Affiliates with respect to a the transactions contemplated by this Agreement, the Real Estate Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby) regarding any offer or inquiry from any Person relating to any direct or indirect merger, acquisition, consolidation, recapitalizationreorganization or acquisition of the Business, liquidation, dissolution the Acquired Companies (or similar transaction involving, equity interests therein) or all or any purchase material portion of the Business (excluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the assets Integrated Resort or the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian or the Transferred Real Estate Assets, including any equity securities ofsale, lease, sale leaseback or mortgage of the Company Transferred Real Estate Assets (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"“Offer”), or (bii) engage in furnish any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate participate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or enter into any agreement in principle, arrangement, understanding or Contract with, any Person with respect to any Offer, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Offer or (iv) otherwise resolve, propose or agree to do any of the foregoing. Seller agrees that any such discussions, negotiations and other communications in progress as of the date of this Agreement shall immediately be terminated and shall request that any confidential information regarding the Business and held by any Person in connection with such discussions, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into any agreement (including any confidentiality or non-disclosure agreement) concerning any such third-party transaction. Seller shall notify the Purchasers as promptly as reasonably practicable upon any Offer that is in writing and is a bona fide offer or proposal to acquire the Business, the Integrated Resort, the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian, any of the Acquired Assets or any individual or entity referred to in of the first sentence of this Section 8.10Acquired Interests.

Exclusivity. Except with respect to Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the transactions contemplated herebyCompany agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly solicit, initiate or knowingly encourage any inquiries or proposals from, discuss or negotiate with, provide any information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Company or any of themthe Subsidiaries (including through a notification by its representatives) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, of any Acquisition Proposal 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential request for information or data to, or have any substantive discussions with, any person relating inquiry which it reasonably believes could lead to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or (d) enter into or consummate inquiry, the identity of the Person making any agreement or understanding with any person or entity relating to an such Acquisition Proposal, except for request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the Merger contemplated herebyterms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. If Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any StockholderSeller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in this Section 6.5 by any of their respective AgentsAffiliates, have provided any person directors, officers, employees, direct or entity (other than UniCapital) with any confidential information indirect equity holders or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromrepresentatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any negotiations Equity Holder Agreement by any Affiliate of Parent, Seller, or discussions related the Company party thereto, whether or not such Person is purporting to an Acquisition Proposal are sought to act on behalf of Parent, Seller, the Company or otherwise, shall be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a breach of this Section 8.106.5.

Exclusivity. Except The Target Company and the Sellers agree that, between the date hereof and the earlier date between the Closing Date and the termination of this Agreement, they shall not and shall take all necessary actions to ensure that none of their Subsidiaries or any of their Affiliates or representatives shall, directly or indirectly： (a) Solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) to directly or indirectly acquire or purchase all or any part of the share capital of or other equity or ownership interest in any Group Companies or assets of the Target Company or any of its Subsidiaries, (ii) to enter into any merger, consolidation or other business combination with respect to this Agreement any Group Companies, or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving any Group Companies; or (b) Participate in any discussions, conversations, negotiations or other communications, or furnish any information to any other Person or 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 foregoing. The Sellers shall immediately terminate and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any of the foregoing. The Target Company and the transactions contemplated herebySellers shall promptly (but in any event within 24 hours) notify the Buyer in writing if any such quotation or offer, or any inquiry or other contact with any Person in connection therewith, is made. Any such notice to the Buyer shall specify in reasonable detail the identity of the Person making such quotation, offer, inquiry or other contact and the terms and conditions of such quotation, offer, inquiry or other contact. Without the prior written consent of the Buyer, the Company, Target Company and the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its respective employeeseach Subsidiary of the Target Company not to release any Person from, agents and representatives (including, without limitationor waive any term of, any investment banking, legal confidentiality or accounting firm retained by it or them and any individual member or employee of standstill agreement to which the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries Sellers or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Target Company or any of them) with respect to its Subsidiaries is a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10party.

Exclusivity. Except with respect to (a) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither Base Ten nor any person acting on its behalf shall hold discussions with, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any offer from, any person other than the Company, regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving Base Ten or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to the Company of the transactions contemplated hereby, unless: (i) the Companyboard of directors of Base Ten determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of Base Ten to comply with its fiduciary duties to the shareholders of Base Ten under applicable law; and (ii) prior to entering into negotiations, the Stockholders board of directors of Base Ten receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to Base Ten than those contained in this Agreement; and (iii) prior to entering into any such negotiations, Base Ten provides written notice to the Company that includes the terms of their affiliates shall notthe proposal, the identity of the person making the proposal, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, fact that clauses (a) and (b) of this Section 5.20(a) have been satisfied. (b) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither the Company nor any person acting on its behalf shall hold discussions, negotiate with, provide any information to, or initiate, solicit encourage, solicit, or seek, directly or indirectlyagree to any offer from, any inquiries or the making or implementation of person other than Base Ten regarding any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisitionsale of securities, consolidationsale of assets, recapitalizationsale of liabilities, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If involving the Company or any Stockholdertransaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to Base Ten of the transactions contemplated hereby, unless: (i) the board of directors of the Company determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of the Company to comply with its fiduciary duties to the stockholders of the Company under applicable law; and (ii) prior to entering into negotiations, the board of directors of the Company receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to the Company than those contained in this Agreement; and (iii) prior to entering into any such negotiations, the Company provides written notice to Base Ten that includes the terms of their respective Agentsthe proposal, have provided any the identity of the person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposalmaking the proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence fact that clauses (i) and (ii) of this Section 8.105.20(b) have been satisfied.

Exclusivity. Except with respect to (a) Between the date of this Agreement and the transactions contemplated herebyearlier of the Closing and the termination of this Agreement in accordance with Article VII, the Company, the Stockholders and any of their affiliates Parent shall not, and each of them shall cause its respective employees, agents Subsidiaries and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, take any inquiries action to (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal, (ii) enter into, continue or otherwise engage in discussions or negotiations with any third party with respect to any Acquisition Proposal, (iii) provide information to any third party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the making or implementation date of this Agreement: (i) terminate access of any proposal third party to any data room (virtual or offer actual) containing any confidential information with respect to the Business; (includingii) cease and cause to be terminated, without limitationand shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any third party with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement). (c) Promptly upon receipt of an unsolicited Acquisition Proposal, Parent shall notify Buyer thereof, which notice shall include a written summary of the material terms of such proposal or offer and the identity of the party that submitted such proposal. Parent may respond to its shareholders any unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Acquisition and is unable to provide any information related to Parent or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution its Subsidiaries or similar transaction involving, entertain any proposals or any purchase of all offers or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any discussions or negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating with respect to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to During the period beginning on the date of this Agreement and ending on the transactions contemplated herebyearlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, the Stockholders and any of their affiliates Sponsor shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Affiliates not to, (a) initiate, solicit or seek, directly or indirectly, indirectly (i) initiate any inquiries or the making or implementation of negotiations with any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a mergerBusiness Combination Proposal, acquisitionan Acquisition Proposal or Alternative Transaction (in each case, consolidationsolely with respect to SPAC) or afford to any Person access to the business, recapitalizationproperties, liquidationassets or personnel of SPAC (in each case, dissolution solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar transaction involvingdefinitive agreement, or any purchase letter of all intent, memorandum of understanding or agreement in principle, or any portion other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of the assets any state in connection with a Business Combination Proposal, an Acquisition Proposal or any equity securities ofAlternative Transaction (in each case, the Company (any such proposal or offer being hereinafter referred solely with respect to as an "Acquisition Proposal"SPAC), or (biv) engage in otherwise knowingly facilitate any negotiations concerningsuch inquiries, proposals, discussions, or provide any confidential information negotiations or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt by any Person to make, implement or accept an Acquisition make a Business Combination Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received byor Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.106 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. Except with respect to Until the earlier of the Closing and such time as this Agreement and is terminated in accordance with Article 10, except for the transactions contemplated herebyby this Agreement, Seller and the Company, the Stockholders and any of their affiliates shall Company will not, and each of them shall the Company will cause its the Company Group, and direct their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate or engage in discussions with, or enter into any inquiries agreement with, any Person concerning any Acquisition Proposal or (ii) furnish to any Person any confidential information relating to any member of the making Company Group or implementation its business or take any other action regarding any inquiry, expression of any interest, proposal or offer (includingin each case that would reasonably be expected to facilitate or encourage, without limitation, any proposal or offer to its shareholders or any an Acquisition Proposal. Upon execution of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities ofthis Agreement, the Company and Seller shall immediately cease and cause to be terminated any existing direct or indirect discussions with any Person (other than Buyer) that are in respect of an Acquisition Proposal and of which the Company or Seller is aware. The Company shall promptly notify Buyer in writing that it has received an Acquisition Proposal or any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential request for nonpublic information or data to, any other inquiry in connection with or have any substantive discussions with, any person relating that would reasonably be expected to lead to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt for access to makethe properties, implement or accept an Acquisition Proposalbooks, or (d) enter into records of the Company Group or consummate any agreement or understanding with Seller by any person or entity relating to that informs the Company Group or Seller that it may consider making an Acquisition Proposal together with a copy of any written Acquisition Proposal or such request or inquiry made by a third party and indicate the identity of the Person making the Acquisition Proposal, except for request or inquiry, and if any such Acquisition Proposal, request or inquiry is not in writing, detail the Merger contemplated herebyconsideration to be paid and provide a written summary of all material terms and conditions of such Acquisition Proposal, request or inquiry in reasonable detail. If requested by Xxxxx, the Company shall inform Xxxxx of the then current status and details of any material modifications to any such proposal, offer or request. If the Company Group or Seller receives notice of any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating material modifications to an such Acquisition Proposal, then they such modified Acquisition Proposal shall request the immediate return thereof. The Company be a new Acquisition Proposal and the Stockholders provisions of the preceding sentence shall notify UniCapital immediately if apply mutatis mutandis. For the avoidance of doubt, until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article 10, Seller may not directly or indirectly transfer any inquiries, proposals Shares or offers related commit to an Acquisition Proposal are received by, or obligate itself to transfer any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Shares.

Exclusivity. Except From the date hereof through the Closing Date, except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, those matters set forth in Section 5.13: (a) initiateSeller shall, solicit and shall cause each of its Affiliates to, cease any discussions or seeknegotiations with any third party regarding (i) any merger, directly or indirectly, any inquiries or sale of Assets not in the making or implementation ordinary course of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a mergerbusiness, acquisition, consolidationbusiness combination, recapitalizationChange of Control, liquidation, dissolution bulk reinsurance transaction or other similar transaction involvinginvolving the Company or Dxxxx, or (ii) any purchase or other acquisition by any Person of all or any portion shares of the assets or any equity securities of, capital stock of the Company or Dxxxx or (iii) any sale or issuance by the Company or Dxxxx of any shares of its capital stock, (any such proposal proposal, offer or offer transaction being hereinafter referred to as an "“Acquisition Proposal"”), or ; (b) engage in None of Seller, the Company or Dxxxx shall, nor shall any negotiations concerningof them authorize or permit any of their respective directors, officers, employees, representatives, agents or Affiliates to, directly or indirectly, solicit, initiate, encourage, respond favorably to, permit or condone inquiries or proposals from, or provide any confidential information or data to, or have participate in any substantive discussions or negotiations with, any person relating Person (other than Buyer and its directors, officers, employees, representatives and agents) concerning an Acquisition Proposal; and (c) Seller shall promptly advise Buyer of, and communicate to Buyer the terms and conditions of (including the identity of the Person making), any bona fide inquiry or proposal received concerning an Acquisition Proposal. (d) Notwithstanding the foregoing, but subject to the provisions of subsections (i) and (ii) below, Seller and its Board of Directors, shall be permitted to (i) comply with Rules 14a-9, 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal and make any disclosures that are required by Applicable Law (it being understood that if any such statements or disclosures pursuant to this clause (i) constitute a withdrawal by the Board of Directors of its recommendation in favor of Seller Stockholder Approval (a “Change in Board Recommendation”), Seller shall comply with all applicable provisions of this Section 5.10 with respect thereto), (ii) effect a Change in Board Recommendation, (iii) provide nonpublic information or data to any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person made after the date of this Agreement, (iv) enter into or participate in discussions or negotiations with any Person in response to an unsolicited bona fide Acquisition Proposal made after the date of this Agreement or (v) recommend to Seller’s stockholders or otherwise publicly recommend or enter into an agreement with respect to an Acquisition Proposal, if: (cA) otherwise cooperate in any effort or attempt to makethe case of clause (ii), implement or accept an Acquisition Proposal, (iii) or (div) enter into above, (1) the Seller Stockholder Approval has not been obtained and (2) Seller’s Board of Directors, after consultation with outside legal counsel, has determined in good faith that failure to take such action would result in a breach of its fiduciary duties under Applicable Law; and (B) in the case of clause (ii) or consummate any agreement or understanding with any person or entity relating (v) above, prior to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any effecting a Change in Board Recommendation in respect of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, or taking any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity action referred to in clause (v), (1) Seller shall have complied with the first sentence provisions of Section 5.10(c); (2) the Board of Directors of Seller shall have concluded in good faith by a majority vote that such Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by Buyer pursuant to clause (4) below; (3) it shall have notified Buyer, at least five Business Days in advance of effecting such Change in Board Recommendation or taking such action, or both, that it is considering effecting a Change in Board Recommendation or taking such other action and specifying any revisions to the terms and conditions of such Acquisition Proposal and (4) during such five Business Day period it shall have negotiated, and shall have made its financial and legal advisors reasonably available to negotiate, with Buyer should Buyer elect to make such adjustments in the terms and conditions of this Agreement such that, after giving effect thereto, such Acquisition Proposal no longer constitutes a Superior Proposal. (e) For the purposes of this Section 8.105.10, a “Superior Proposal” means a bona fide written offer, obtained not in breach of this Agreement, (i) to effect a Change of Control of Seller or (ii) to acquire, directly or indirectly, for consideration consisting of cash, securities and/or assumption of indebtedness, all or substantially all of the assets of Seller on a consolidated basis, made by a third party, in either event which is not subject to a financing contingency and which is otherwise on terms and conditions which the Board of Directors of Seller determines in good faith and its reasonable judgment (after consultation with a financial advisor of national reputation) to be more favorable to Seller’s stockholders from a financial point of view than the transaction contemplated by this Agreement, taking into account at the time of determination the ability of the Person making such proposal to consummate the transactions contemplated by such proposal (based upon, among other things, the availability of financing and the expectation of obtaining required approvals). Any transaction involving all of the Company Common Stock and all of the Dxxxx Common Stock or all or substantially all of the assets of the Company and Dxxxx shall be deemed to involve substantially all of the assets of Seller. No transaction involving Seller or its assets which solely relates to Seller’s healthcare business and not the business of the Company and Dxxxx shall be deemed to be a Superior Proposal.

Exclusivity. Except (a) From and after May 20th, 2005, and until the earlier of the Delivery Date or the termination of this Preliminary Agreement (either generally or in respect of any particular Development Company), Vendor has not and shall not (nor has it permitted and shall it permit its Representatives to) directly or indirectly take any of the following actions with any Person other than Purchaser and their designees: (i) solicit, initiate or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any Person relating to any possible Acquisition Proposal (as hereinafter defined) with Vendor or any of its subsidiaries (whether such subsidiaries are in existence on the date hereof or are hereafter organized); (ii) provide information with respect to this Agreement Vendor and/or the Development Companies, other than to Klepierre and the transactions contemplated herebyPurchaser, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data relating to, or have any substantive discussions otherwise cooperate with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in facilitate or encourage any effort or attempt to makeby any such Person with regard to, implement any possible Acquisition Proposal with Vendor or accept an Acquisition Proposal, any subsidiary of Vendor (whether such subsidiaries are in existence on the date hereof or are hereafter organized); (diii) enter into a contract or consummate any agreement (whether oral or understanding written) with any person Person, other than Klepierre and Purchaser, providing for an Acquisition Proposal with Vendor or entity any subsidiary (whether such subsidiaries are in existence on the date hereof or are hereafter organized); or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal with Vendor or any subsidiary (whether such subsidiary is in existence on the date hereof or are hereafter organized) other than by Klepierre and Purchaser. (b) Vendor shall, and shall cause its Representatives to, avoid and cause to be avoided any such contacts or negotiations with any Person relating to an any Acquisition Proposal. In addition to the foregoing, except for the Merger contemplated hereby. If the Company or any Stockholder, if Vendor or any of their respective Agentsits Representatives receives, have provided prior to the Delivery or the termination of this Preliminary Agreement, any person offer or entity proposal (other than UniCapitalformal or informal) with any confidential information or data relating to an Acquisition Proposalany of the above, then they Vendor shall request immediately notify Klepierre and Purchaser thereof and provide Klepierre and Purchaser with the immediate return thereofdetails thereof including the identity of the Person or Persons making such offer or proposal, and will keep Klepierre and Purchaser fully informed of the status and details of any such offer of proposal. The Company Vendor, Klepierre and Purchaser all acknowledge that this Section 10.3 was a significant inducement for Klepierre to enter into this Preliminary Agreement and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought absence of such provision would have resulted in either (i) a material reduction in the Delivery Purchase Prices to be initiated paid to Vendor; or continued with, it or any individual or entity referred (ii) a failure to induce Klepierre to enter into this Preliminary Agreement. (c) As used in the first sentence of this Section 8.1010.3, the term "ACQUISITION PROPOSAL" shall mean a proposal or offer for a merger, consolidation or other business combination involving an acquisition of all or part of the Development Companies and/or any of them and/or the Businesses and/or the Purchased Assets.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates (a) SHB shall not, and each nor shall it permit any Affiliate of them shall cause its respective employeesSHB or any officer, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member director or employee of the foregoing) (eachany of them, an "Agent") not or any investment banker, attorney, accountant or other representative retained by SHB or any SHB Affiliate to, (a) initiate, solicit or seek, directly or indirectly, solicit, encourage, initiate or engage in discussions or negotiations with, or respond to requests for information, inquiries, or other communications from, any inquiries person other than TFC concerning the fact of, or the making terms and conditions of, this Agreement, or implementation concerning any acquisition of any proposal or offer (including, without limitationSHB, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingSHB Subsidiary, or any purchase of all or any portion of the assets or any equity securities ofbusiness thereof (except that SHB officers may respond to inquiries from analysts, Regulatory Authorities and holders of SHB Capital Stock in the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"ordinary course of business), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company ; and the Stockholders SHB shall notify UniCapital TFC immediately if any inquiries, proposals such discussions or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated with SHB by any person other than TFC or continued withif any such requests for information, it inquiries, proposals or communications are received from any individual or entity referred person other than TFC. If, and only to the extent that, (i) the SHB Board reasonably determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for the first sentence directors of SHB to comply with their respective fiduciary duties under applicable law in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 8.104.7 that the SHB Board believes is a Superior Proposal, provided, however, that no Acquisition Proposal shall be considered a Superior Proposal unless, during the three (3) day period following TFC's notification of the Superior Proposal, SHB and its advisors shall have negotiated in good faith with TFC to make adjustments in the terms and conditions of this Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal, and such negotiations fail to result in the necessary adjustments to this Agreement; and (ii) SHB provides notice to TFC of its decision to take such action in accordance with the requirements of Section 4.7(b), SHB may (1) furnish information with respect to SHB to any person making such Acquisition Proposal pursuant to a customary confidentiality agreement (as determined by SHB after consultation with its outside legal counsel) on terms substantially similar to, and no less favorable to TFC than, the terms contained in any such agreement between SHB and TFC, (2) participate in discussions or negotiations regarding an Acquisition Proposal and (3) authorize any statement or recommendation in support of such an Acquisition Proposal and withhold, withdraw, amend or modify the recommendation for SHB shareholder approval of this transaction. (b) SHB shall notify TFC promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to SHB or for access to the properties, books, or records of SHB by any Person that informs the SHB Board or a member of senior management of SHB that it is considering making, or has made, an Acquisition Proposal. Such notice to TFC shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requested non-public information or access to the books and records of SHB, and the material terms of any such Acquisition Proposal and any modification or amendment to such Acquisition Proposal. SHB shall keep TFC fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. SHB also shall promptly, and in the any event within twenty-four (24) hours, notify TFC, orally and in writing, if it enters into discussions or negotiations concerting any Acquisition Proposal in accordance with Section 4.7(a).

Exclusivity. Except with respect In consideration of the time, effort, expense, and other resources the Purchasers have expended and anticipate expending to this Agreement and consummate the transactions contemplated hereby, the CompanyPurchasers and the Company agree as follows: (i) Until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, neither the Stockholders and Company nor any of its Subsidiaries shall, directly or indirectly, through any of their affiliates shall notrespective officers, and each of them shall cause its respective directors, employees, representatives, agents and representatives or otherwise (including, without limitation, through any investment bankingbanker, legal attorney or accounting firm accountant retained by it the Company or them and any individual member or employee of its Subsidiaries) (collectively, the "Company Parties"), without the prior written consent of the foregoing) (each, an "Agent") not toMajority Purchasers, (aA) initiatesolicit, solicit initiate or seek, directly or indirectly, any inquiries or encourage the making or implementation submission of any other proposal or offer from, or otherwise enter into any other agreements or arrangements (including, without limitationother than this Agreement) with, any proposal other Person (other than the Purchasers), relating to any Alternative Transaction Proposal or offer (B) participate in any discussions or negotiations regarding, or furnish to its shareholders or any of them) other Person any information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to makedo or seek to do any of the foregoing. (ii) As long as the agreements in this Section 3H are in effect, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company will notify the Purchasers as promptly as practicable after any Company Party learns that any Person has made any Alternative Transaction Proposal (including the identity of such Person and the terms of such proposal). The Board shall promptly advise the Purchasers orally and in writing of the status of any such Alternative Transaction Proposal as developments arise or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request as requested by the immediate return thereofPurchasers. The Company represents and warrants to the Purchasers that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction Proposal and the Stockholders shall notify UniCapital immediately if Company will keep the Purchasers fully informed of the status and details (including amendments and proposed amendments) of any inquiriessuch request, proposals Alternative Transaction Proposal or offers related inquiry. The Company further represents and warrants that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Alternative Transaction.

Exclusivity. Except with respect to (a) From and after the date of this Agreement and until the transactions contemplated herebyEffective Time or termination of this Agreement pursuant to Article 8, the CompanyCompany will not, the Stockholders and nor will it authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, Affiliates or employees or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate 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 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 shareholders or Acquisition Proposal, (iii) engage in discussions with any of them) person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (bv) engage in enter into any negotiations concerningletter of intent or similar document or any contract, agreement or provide commitment contemplating or otherwise relating to any confidential Acquisition Proposal; provided, however, that prior to the adoption of this Agreement by the required Company Stockholder vote, this Section 6.10(a) shall not prohibit the Company from furnishing nonpublic information or data regarding the Company and its subsidiaries to, entering into a confidentiality agreement with or have any substantive entering into discussions with, any person relating or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the Company Board from recommending that the Company Stockholders approve a Superior Proposal if (A) neither the Company nor any representative of the Company or its subsidiaries shall have violated any of the restrictions set forth in this Section 6.10, including, but not limited to, obligations under clause (i) above, (B) the Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under California Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the Company gives Parent written notice of the identity of such person or group and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such person or group and the Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the Company, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent); provided, further, however, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(i) hereof. The Company and its subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, 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 the Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries shall be deemed to be a breach of this Section 6.10 by the Company. (b) In addition to the obligations of the Company set forth in Section 6.10(a), the Company as promptly as practicable shall advise Parent in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which the Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (c) otherwise cooperate in to the extent known), and the identity of the person or group making any effort such request, inquiry or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company agrees to keep Parent informed on a current basis of the status and the Stockholders shall notify UniCapital immediately if details (including any inquiriesmaterial amendments or proposed amendments) of any such request, proposals inquiry or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Proposal.

Exclusivity. Except with respect to From the date of this Agreement and until the transactions contemplated herebyearlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 8.1, the Company, the Stockholders and any of their affiliates Seller shall not, and each shall not authorize or permit any of them shall cause its respective employees, agents and representatives (including, without limitation, Affiliates or any investment banking, legal of its or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not their Representatives to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), (ii) enter into discussions or (b) engage in any negotiations concerningwith, or provide any confidential information to, any Person concerning a possible Acquisition Proposal or data (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall use reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or have that could lead to, an Acquisition Proposal and shall promptly (and in any substantive discussions withevent within two (2) Business Days after the date hereof) demand that all such Persons return or destroy any Confidential Information provided by or on behalf of Seller in connection with any Acquisition Proposal. Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 8.1, Seller shall promptly (and in any event within two (2) Business Days after receipt thereof by Seller or its Affiliates or Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any person relating request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, (c) otherwise cooperate in any effort the material terms and conditions of such request, Acquisition Proposal or attempt to makeinquiry, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in identity of the first sentence of this Section 8.10Person making the same.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiateFrom and after the Agreement Date until earlier of the Closing or the termination of this Agreement pursuant to Article IX hereof, the Company will not, nor will it authorize or permit any of its officers, directors, Company Affiliates, or employees or any investment banker, attorney or other advisor or representative retained by any of them, nor will the Company solicit or seekcause its stockholders (such officers, directors, Company Affiliates, employees, investment banks, attorneys, other advisors and representatives, and stockholders collectively, the “Company Advisors”) to, directly or indirectly, any inquiries (i) solicit, initiate, seek, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthat constitutes, 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 would reasonably be expected to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data lead to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cii) otherwise cooperate in enter into, participate in, maintain or continue any effort communications (except solely to provide written notice as to the existence of these provisions) or attempt negotiations regarding, or deliver or make available to makeany Person any non-public information with respect to, implement or accept take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend, or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend, any Acquisition Proposal, (div) enter into any letter of intent or consummate any agreement other Contract contemplating or understanding otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. (b) The Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person Persons conducted prior to or entity relating on the Agreement Date with respect to any Acquisition Proposal. If any Company Advisor, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 7.2 to cause such Company Advisor not to take, the Company shall be deemed for all purposes of this Agreement to have breached this Section 7.2. (c) The Company shall immediately notify the Purchaser orally and in writing after receipt by the Company (or, to the Knowledge of the Company, by any of the Company Advisors) of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, except (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for the Merger contemplated hereby. If non-public information relating to the Company or any Stockholder, or for access to any of their respective Agents, have provided the properties or books or records of the Company by any person or entity (Person other than UniCapitalthe Purchaser. Such notice shall describe (A) with any confidential information or data relating to an the material terms and conditions of such Acquisition Proposal, then they shall request inquiry, expression of interest, proposal, offer, notice or request, and (B) the immediate return thereofidentity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep the Purchaser fully informed of the status and the Stockholders shall notify UniCapital immediately if details of, and any inquiries, proposals or offers related to an Acquisition Proposal are received bymodification to, any confidential information such inquiry, expression of interest, proposal or data offer and any correspondence or communications related thereto and shall provide to the Purchaser a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is requested fromin writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide the Purchaser with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board) of any negotiations or discussions related meeting of the Company Board at which the Company Board is reasonably expected to an discuss any Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in Proposal. ** ** Text Omitted and Filed Separately with the first sentence of this Section 8.10.Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2

Exclusivity. Except Seller shall, and shall cause its representatives, Affiliates and Employees to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Persons (other than the Buyer Parties) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. From and after the Effective Date until the earlier of Closing or the termination of this Agreement and the transactions contemplated herebyin accordance with ARTICLE VII, the Company, the Stockholders and any of their affiliates Principal Members shall not, and each of them Seller shall cause not and shall direct its respective employees, agents Affiliates and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, (i) initiate, facilitate, solicit or encourage (including by way of furnishing non-public information), directly or indirectly, inquiries or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate, engage or participate in any way with any third party in any discussions or negotiations regarding, or furnish or disclose any non-public information to any third party in connection with, or take any other action to knowingly facilitate any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationcould reasonably be expected to lead to, any proposal or offer Acquisition Proposal (except to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion notify such third party of the assets or any equity securities of, existence of the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"provisions of this Section 5.6), or (biii) engage in enter into any negotiations concerning, agreement with respect to any Acquisition Proposal or provide approve or resolve to approve any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement agreement, arrangement or understanding that would require any Principal Member, Seller or AAH Holdings to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, it is agreed that any violation of the foregoing restrictions by any employee, Affiliate or representative, whether or not such Person is purporting to act on behalf of Seller, or otherwise, will be deemed to be a breach of this Section 5.6 by Seller, and Seller will cause its employees, Affiliates and representatives to comply with the terms of this Section 5.6. From and after the Effective Date until the earlier of Closing or the termination of this Agreement, the Principal Members and Seller shall promptly (and in any event within one calendar day following and three business days prior to providing any such Person with any person information) notify Buyer in the event that Seller, its Affiliates or entity any Principal Member receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for non-public information relating to Seller by any Person that informs Seller or its Representatives that such Person is considering making, or has made, an Acquisition Proposal, except ; or (iii) any request for the Merger contemplated hereby. If the Company discussions or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data negotiations relating to an a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, then they and shall request indicate the immediate return thereof. The Company material terms and conditions thereof and the Stockholders shall notify UniCapital immediately if any inquiries, proposals identity of the other party or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10parties involved.

Exclusivity. Except with respect SeaBridge agrees, that until such time, if any, as this Reorganization Agreement is terminated pursuant to this Agreement and the transactions contemplated herebySection 8, the Company, the Stockholders and any of their affiliates it shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, nor shall it permit its Subsidiary to, nor shall it authorize or permit any director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of SeaBridge or its Subsidiary to, directly or indirectly through another Person, solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, or participate in any discussions or negotiations regarding, or furnish to any Person any 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 limitationwould reasonably be expected to lead to, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingAcquisition Proposal, or approve, endorse or recommend 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 an "Acquisition Proposal"), or (b) engage enter into any letter of intent, agreement in any negotiations concerningprinciple, acquisition agreement or provide any confidential information other document or data to, contract contemplating or have any substantive discussions with, any person otherwise relating to an Acquisition Proposal. UGH Partnerships agree, (c) otherwise cooperate in that until such time, if any, as this Reorganization Agreement is terminated pursuant to Section 8, it shall not, directly or indirectly or shall it authorize or permit any effort UGH Partner or attempt to makeagent of, implement or accept an any investment banker, attorney, accountant or other advisor or representative of UGH Partnership to, directly or indirectly through another Person, solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, or (d) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into or consummate any letter of intent, agreement in principle, acquisition agreement or understanding with any person other document or entity contract contemplating or otherwise relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall (a) Thin Crust will not, and each of them shall cause its respective employeeswill not authorize or permit any officer, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member director or employee of the foregoing) (eachThin Crust or any Subsidiary of Thin Crust or authorize any investment banker, an "Agent") not attorney, accountant or other representative retained by Thin Crust or any equityholder of Thin Crust, Thin Crust Equityholder LLC or Thin Crust Equityholder Corp. to, (a) initiate, solicit or seek, directly or indirectly, any inquiries solicit or encourage, or furnish information with respect to Thin Crust or the making Thin Crust Business, or implementation of engage in any proposal discussions with any Person in connection with, or offer (includingenter into any agreements, without limitationwhether written or oral, pertaining to, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase for the acquisition of all or any portion of the assets Thin Crust Business (whether by asset or any equity securities ofstock acquisition, the Company (any such proposal merger, exclusive license or offer being hereinafter referred to as an "Acquisition Proposal"similar transaction), or any financing, reorganization, or other transaction that would have a similar effect (each, a “Thin Crust Competing Transaction”), other than as contemplated by this Agreement. Thin Crust will promptly notify Deep Dish of any proposal received from a third party that could reasonably be expected to lead to a Thin Crust Competing Transaction. Thin Crust will promptly cease or cause to be terminated any existing activities or discussions with any Person (other than Deep Dish) with respect to any Thin Crust Competing Transaction and will promptly request the return of any confidential information provided to any Person (other than Deep Dish) in connection with any Thin Crust Competing Transaction. (b) Deep Dish will not, and will not authorize or permit any officer, director or employee of Deep Dish or any Subsidiary of Deep Dish or authorize any investment banker, attorney, accountant or other representative retained by Deep Dish or any stockholder of Deep Dish to, directly or indirectly, solicit or encourage, or furnish information with respect to Deep Dish or the Deep Dish Business, or engage in any negotiations concerningdiscussions with any Person in connection with, or provide enter into any agreements, whether written or oral, pertaining to, any proposal for the acquisition of all or any portion of the Deep Dish Business (whether by asset or stock acquisition, merger, exclusive license or similar transaction), or any financing, reorganization, or other transaction that would have a similar effect (each, a “Deep Dish Competing Transaction”) other than as contemplated by this Agreement. Deep Dish will promptly notify Thin Crust and the Thin Crust Equityholders of any proposal received from a third party that could reasonably be expected to lead to a Deep Dish Competing Transaction. Deep Dish will promptly cease or cause to be terminated any existing activities or discussions with any Person (other than Thin Crust) with respect to any Deep Dish Competing Transaction and will promptly request the return of any confidential information or data to, or have provided to any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity Person (other than UniCapitalThin Crust or the Thin Crust Equityholders) in connection with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Deep Dish Competing Transaction.

Exclusivity. Except with respect to this Agreement From and after the transactions contemplated herebydate hereof, the Companyneither Parent nor Seller will, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal directly or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) indirectly: initiate, solicit or seekknowingly encourage (including by way of furnishing information or assistance), directly or indirectlytake any other action to facilitate, any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationwould reasonably be expected to lead to, any proposal Alternative Transaction (as defined below); negotiate or offer have any discussions with any Person in furtherance of such inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the foregoing, or authorize any of its shareholders Representatives to take any such action, and will direct its Representatives not to take any such action, and Seller will notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any of such matters. For purposes of this Agreement, “Alternative Transaction” means any of the following involving Seller, the Acquired Assets, the Business or the Facility, on the one hand, and any Person (other than Buyer or any of them) with respect to a its Affiliates), on the other hand: any merger, acquisition, consolidation, recapitalizationshare exchange or other business combination; a sale, liquidationlease, dissolution license, exchange, mortgage, pledge, transfer or similar transaction involvingother disposition of any assets of Seller, the Acquired Assets, the Business or the Facility other than in the ordinary course of business; a sale of member units of Seller (or securities convertible or exchangeable into or otherwise evidencing, or any purchase agreement or instrument evidencing, the right to acquire member units). In furtherance and not in limitation of the foregoing, Parent and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, discussions or negotiations with any other bidder or prospective acquirer (including any Representatives, advisors or financing sources of or to any of such other bidders or prospective acquirers, in their capacity as such) of the Acquired Assets or the Business (collectively, the “Other Bidders”); (ii) immediately terminate access by such Other Bidders to any due diligence materials (including electronic or online data rooms), and the management personnel and facilities of the Business; (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders; and (iv) prior to or any portion of the assets or any equity securities ofat Closing, the Company (any such proposal or offer being hereinafter referred assign to as an "Acquisition Proposal")Buyer and cause Seller’s financial advisor, or (b) engage in any negotiations concerningXxxxxx Xxxxxxx & Xxxxxx, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any assign all of their respective Agentsrights and remedies under any confidentiality, have provided any person non-disclosure, non-solicitation or entity (other than UniCapital) similar agreements with any confidential information or data relating of such Other Bidders, except to an Acquisition Proposal, then they the extent expressly prohibited by the applicable agreement (it being agreed that Seller shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromdeliver, or any negotiations or discussions related to an Acquisition Proposal are sought cause to be initiated delivered, to Buyer copies of each such agreement at or continued with, it or any individual or entity referred prior to in the first sentence of this Section 8.10Closing).

Exclusivity. Except (a) The Seller agrees that unless this Agreement has been terminated in accordance with respect to Section 6.4 hereof neither the Seller, its Board of Directors, Xxxx Xxxxxx, the Treasurer of the Seller, nor counsel for the Seller (collectively, "Agents") will, commencing on the date of this Agreement and continuing through the transactions contemplated hereby, Termination Date (the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "AgentExclusive Period") not to, (a) initiate, solicit or seek), directly or indirectly, any inquiries (i) solicit, encourage or the making or implementation of negotiate any proposal (whether solicited or offer (including, without limitation, any proposal or offer to its shareholders or any of themunsolicited) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingfor, or execute any purchase agreement relating to, a sale of all or any portion part of the Seller or its assets or a sale of any equity securities ofor debt security of the Seller or any merger, consolidation, recapitalization or similar transaction involving the Company Seller with any other party (any such proposal or offer being hereinafter of the foregoing is referred to as an "Acquisition Proposal"), or (ii) provide any information regarding the LE Division to any third party for the purpose of soliciting, encouraging or negotiating an Acquisition Proposal relating to or affecting the LE Division (it being understood that nothing contained in clauses (i) or (ii) above shall restrict the Seller or any of its Agents from providing information as required by legal process). The Seller agrees that neither it nor its Board of Directors will authorize any person other than Xxxx Xxxxxx, the Chief Financial Officer of the Seller, to enter into negotiations for or negotiate the sale of the Purchased Assets, or any portion thereof. (b) engage Notwithstanding any contained in Section 7.5(a) to the contrary, the Board of Directors of the Seller may review and act upon an unsolicited good faith proposal ("Unsolicited Offer") from any other person relating to any transaction of the type set forth in this Agreement, and may participate in any negotiations concerningregarding, or provide furnish to any confidential other person any information or data with respect to, or have any substantive discussions withand facilitate and encourage, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt by any other person to makedo or seek any of the foregoing, implement if the Board of Directors of the Seller determines, based as to legal matters on the written advice of counsel, that failing to review or accept an Acquisition Proposalact would constitute a breach of their fiduciary duty. (c) In the event that the Purchaser does not consummate the transactions contemplated by this Agreement as a result of (i) the Seller's breach of Section 7.5(a) hereof, or (dii) enter into the Seller having received an Unsolicited Offer and the Board of Directors of the Seller, in the exercise of their fiduciary duties, shall have recommended an alternate transaction or consummate taken any agreement or understanding alternative action, as permitted by Section 7.5(b) hereof, the Seller shall pay to the Purchaser a break up fee in the amount of $250,000, together with any person or entity relating to an Acquisition Proposal, except for all costs and expenses incurred by the Merger Purchaser (including attorneys and other professional fees and expenses) in connection with the transactions contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) From and after the date hereof through and including the Closing Date or the earlier termination of this Agreement, the Companies will not solicit, initiate, solicit or seek, directly or indirectly, any inquiries or encourage the making or implementation submission of any proposal or offer (includingfrom any Person relating to the acquisition of all or substantially all of the capital stock or assets of either Company, without limitation, including any proposal or offer to its shareholders or any of them) with respect to acquisition structured as a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company share exchange (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage and will cease negotiations with respect to any Acquisition Proposals. Notwithstanding the foregoing, Barrier and its directors and officers will remain free to participate in any discussions or negotiations concerningregarding, furnish any information with respect to, assist or participate in, or provide facilitate in any confidential information other manner any effort or data toattempt by any Person to do or seek any of the foregoing to the extent Barrier's Board of Directors concludes in good faith, after having taken into account the advice of its outside legal counsel, that the fiduciary duties of the directors or have officers, as applicable, to the shareholders of Barrier require them to do so; provided, that, the directors and officers shall not take any substantive discussions withof the foregoing actions without having given at least three (3) Business Days' advance written notice to Parent. In addition, if any person relating to director or officer receives an Acquisition Proposal, Barrier shall promptly inform Parent in writing of the material terms of such proposal and the identity of the Person (or group) making it. (b) It is understood that any violation of the restrictions set forth in this Section 5.7 by any director or officer of the Companies or by any investment banker, financial adviser, attorney, accountant, or other representative of the Companies shall be deemed to be a breach of this Section 5.7 by the Companies. (c) otherwise cooperate in In the event that an Acquisition Proposal shall have been made known to Barrier or shall have been made directly to its shareholders generally or any effort Person shall have announced an intention (whether or attempt not conditional) to make, implement or accept make an Acquisition Proposal, or and thereafter this Agreement is terminated by Barrier for any reason and an Acquisition Proposal is consummated within eighteen (d18) enter into or consummate any agreement or understanding with any person or entity relating months of such termination, then Barrier shall pay to an Parent, upon the consummation of such Acquisition Proposal, except for a termination fee equal to $1,000,000 in cash; provided that this Section 5.7(c) shall not apply if this Agreement is terminated pursuant to Section 7.1(d) following a vote of the Shareholders to approve this Agreement and the Merger contemplated hereby. If the Company in which each director of Barrier who is a Shareholder votes his or her Barrier Shares (and any Stockholder, or any Barrier Shares owned by entities controlled by such director) in favor of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company this Agreement and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data Merger but the Requisite Shareholder Approval is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10not obtained.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates Each Seller shall not, and shall use its commercially reasonable efforts to cause its Subsidiaries and each of them shall cause its respective directors, officers, employees, representatives and agents not to, directly or indirectly, encourage, solicit or initiate any proposal or offer from any person or entity (other than the Buyer or an affiliate, associate, representative or agent of the Buyer) concerning any merger, consolidation, sale of material assets, tender offer, recapitalization, accumulation of shares of stock of any Seller, proxy solicitation or other business combination involving Seller or any Subsidiary or any division of any Seller or any Subsidiary or any of their respective businesses relating to the Acquired Assets and the Assigned Contracts and Leases (an "Alternative Proposal"), or (a) agree to, endorse or take any other action to facilitate an Alternative Proposal unless such Alternative Proposal has been approved by the Bankruptcy Court pursuant to the Section 363 sale process contemplated by this Agreement or (b) provide any non-public information concerning the business, properties or assets of any Seller to any person or entity (other than the Buyer); PROVIDED, HOWEVER, that the Sellers shall not be prohibited from giving notice or providing information, including non-public information, to any persons who may seek to make a proposal as part of the Section 363 sale process contemplated by this Agreement (the "Exclusivity Provision"); PROVIDED, HOWEVER, that notwithstanding the foregoing, the Sellers shall be entitled to give such notice of whatever buyer protections and/or bidding procedures order as the Bankruptcy Court requires to respond to and discuss any Alternative Proposal, to provide information, including due diligence materials and negotiate and discuss any Alternative Proposal. The Sellers shall immediately notify the Buyer of, and shall disclose to the Buyer a reasonably detailed description of any inquiries received by any Seller or any of its agents or representatives (including, without limitation, any investment bankingthe date of such inquiry, legal or accounting firm retained by it or them and any individual member or employee the identity of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or inquirer and the making or implementation status of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themsuch inquiry) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or the acquisition of any purchase of all or any portion of the assets or Acquired Assets and the Sellers shall provide the Buyer with copies of any equity securities of, the Company (written proposals and a description of any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, verbal proposals which are received by Sellers or any of their respective Agents, have provided any person its agents or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofrepresentatives. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to Nothing in the first sentence of this Section 8.104.7 shall require the divulgence of the identity of any third party making an Alternative Proposal in violation of any Confidential Agreement with such third party.

Exclusivity. Except From the date of this Agreement until the earlier of the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to this Agreement and any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the transactions contemplated herebyAssets or the Product Line, the Companywhether by purchase of assets, the Stockholders and any of their affiliates shall notexclusive license, and joint venture formation, strategic partnership or other alliance formation (each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"“Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, (a) initiate, solicit or seek, directly or indirectly, take any other action to facilitate any inquiries or the making of, any proposal that constitutes or implementation may reasonably be expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer (includingformal or informal, without limitationoral, any proposal written or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingotherwise), or any purchase inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or 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 an "request for information in connection with a potential Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating . Seller shall instruct each of its Representatives to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for observe the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence terms of this Section 8.107.10. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 7.10 by any Representative, whether or not such Person is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Section 7.10 by Seller.

Exclusivity. Except with respect to this Agreement During the period between signing and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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 toClosing, (a) initiateeach of the Company, solicit Shareholder Representative and Shareholders will, and will cause their representatives to, immediately cease any existing discussion or seeknegotiation with any Persons (other than Buyer and its Affiliates) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Shares, the assets of any Acquired Company (other than assets disposed of in the Ordinary Course), any Acquired Company, or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving any Acquired Company (an “Acquisition Transaction”); and (b) each of the Acquired Companies, Shareholder Representative and Shareholders will refrain, and will cause each representative of the Company (including the Company Subsidiaries), Shareholder Representative and Shareholders to refrain from taking, directly or indirectly, any inquiries action (i) to solicit or initiate the making or implementation submission of any proposal or offer indication of interest relating to an Acquisition Transaction with any Person (includingother than Buyer and its Affiliates); (ii) to participate in any discussions or negotiations regarding, without limitationor furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an Acquisition Transaction with any Person (other than Buyer or its Affiliates); (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Buyer or its Affiliates) with respect to an Acquisition Transaction (or any proposal or indication of interest relating thereto); (iv) to merge, consolidate, or combine, or to permit any other Person to merge, consolidate or combine with, any Acquired Company; or (v) to enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to an Acquisition Transaction. If any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to for an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If Transaction is received by the Company or any Stockholderof the Shareholders following the date hereof, the Company and the Shareholders agree to promptly notify Buyer in writing, disclose the material terms of any such offer or proposal (including the identity of the prospective purchaser) to Buyer, and the Company and the Shareholders will notify any prospective purchaser of their obligation hereunder. For the sake of clarity, the restrictions on the actions of the Acquired Companies, the Shareholders and Shareholder Representative, and their respective Agents, have provided representatives under this Section 6.14 will also apply to any person or entity (other than UniCapital) unsolicited proposal with any confidential information or data relating respect to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Transaction.

Exclusivity. Except Within the Exclusivity Period, (a) 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 hereby, Company or the Company, the Stockholders and any of their affiliates Securities; -9- (b) each Consortium Member shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") its/his/her Affiliates not to, (a) initiate, solicit or seekwithout 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 shareholders 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) enter into any agreement, arrangement or understanding with respect to a mergerlimitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, acquisitionpower of attorney or voting trust with respect to any 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, consolidationdisabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, recapitalization, liquidation, dissolution arrangement or similar transaction involvingunderstanding (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 purchase of all or other Person in doing any portion of the assets or any equity securities of, things mentioned in the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"foregoing provisions of this Section 9.1(b), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; and (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for each Consortium Member shall notify the Merger contemplated hereby. If the Company or any Stockholder, other Consortium Members immediately if it/he/she or any of their respective Agents, have provided its/his/her Affiliates or Representatives receives any person approach or entity (communication with respect to any Competing Proposal and shall disclose to the other than UniCapital) with Consortium Members the identity of any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company other Persons involved and the Stockholders shall notify UniCapital immediately if any inquiries, proposals nature and content of the approach or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10communication.

Exclusivity. Except with respect Each party hereto acknowledges and agrees that it anticipates receiving economic benefits from the other party’s commitment to this Agreement enter into and consummate the transactions contemplated herebyby this Agreement. In consideration of such benefits, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, Parties agree as follows: (a) initiateSoy Energy (for itself, solicit its affiliated companies and all of their respective successors and assigns) covenants and agrees that, during the Exclusivity Period (as defined below), Soy Energy will not, together or seekwith others, directly or indirectly: (i) acquire any property or assets of Freedom Fuels, except pursuant to the terms of the Asset Purchase Agreement; (ii) close on the transactions contemplated by the Asset Purchase Agreement without, on or prior to the date of such closing, closing on issuance and sale of the Units pursuant to this Agreement; (iii) enter into any inquiries agreement or understanding (other than the making Asset Purchase Agreement) for the purchase, sale, transfer or implementation assignment of any proposal property or offer assets of Freedom Fuels; (includingiv) propose, without limitation, any proposal recommend or offer to its shareholders or any seek approval of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase Plan of all or any portion Reorganization which does not include completion of the assets transactions contemplated by the Asset Purchase Agreement; or (v) propose, recommend or any equity securities of, seek conversion of the Company (any such proposal or offer being hereinafter referred Freedom Fuels proceedings to as an "Acquisition Proposal"), or Chapter 7 under the Bankruptcy Code. (b) engage in any negotiations concerningNew Equity (for itself, its affiliated companies and all of their respective successors and assigns) covenants and agrees that, during the Exclusivity Period, New Equity will not, together or provide any confidential information with others, directly or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) indirectly enter into or consummate any agreement or understanding with any person party other than Soy Energy with respect to the property or entity relating to an Acquisition Proposalassets of Freedom Fuels, except for the Merger contemplated hereby. If the Company or any Stockholderinterest therein, or any party having any interest or proposing to acquire any interest therein. (c) For purposes of their respective Agentsthis Agreement, have provided “Exclusivity Period” shall mean the period commencing the date hereof and terminating on the earliest of (i) March 15, 2010; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the Closing; (iv) any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request rejection by Bankfirst of the immediate return thereof. The Company proposed Plan of Reorganization providing for the transactions set forth in this Agreement and the Stockholders shall notify UniCapital immediately if any inquiriesAsset Purchase Agreement; (v) the issuance by the Bankruptcy Court of an order rejecting the Plan of Reorganization providing for the transactions set forth in this Agreement and the Asset Purchase Agreement, proposals unless in lieu of such Plan, the Bankruptcy Court orders or offers related allows a § 363 sale on substantially the same terms as set forth in this Agreement and the Asset Purchase Agreement; (vi) the adoption by the Bankruptcy Court of an alternative Plan of Reorganization or amended Plan of Reorganization which fails to an Acquisition Proposal are received by, any confidential information provide for the transactions on substantially the same terms as set forth in this Agreement and the Asset Purchase Agreement; or data is requested from, or any negotiations or discussions related (vii) the Bankruptcy Court’s conversion of the Freedom Fuels proceedings to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in Chapter 7 under the first sentence of this Section 8.10Bankruptcy Code.

Exclusivity. Except with respect to From and after the date hereof until the earlier of the Closing or the termination of this Agreement Agreement, neither Seller nor Parent shall (and the transactions contemplated herebySeller and Parent shall cause their respective Affiliates, the Companyofficers, the Stockholders and any of their affiliates shall notdirectors, managers, employees, attorneys, accountants, consultants, financial advisors, and each of them shall cause its respective employees, other agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek), directly or indirectly: (a) solicit, initiate or knowingly encourage (including by way of furnishing any inquiries information relating to the Company and its Subsidiaries), or knowingly induce or knowingly take any other action which would reasonably be expected to lead to the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer inquiry that constitutes, or would reasonably be likely to its shareholders lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.18, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowingly induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of themintent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company or Seller or Parent to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Seller and Parent agree to notify Purchaser within two (2) Business Days if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Purchaser with a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion description of the assets or material terms and conditions thereof, including the identity of such Person. Seller and Parent shall immediately cease and cause to be terminated any equity securities of, the Company existing discussions with any Person (other than Purchaser) concerning any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of Seller and Parent shall use their respective Agentsreasonable best efforts to obtain the return or destruction of, have provided in accordance with the terms of any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received byapplicable confidentiality agreement, any confidential information previously furnished to any such Person by Seller or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.50

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders Company and any of their affiliates its Subsidiaries shall not, and the Company and its Subsidiaries shall cause each of them shall cause its respective officers, directors, employees, agents consultants, advisors, representatives, agents, lenders, stockholders and representatives Affiliates (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"collectively “Agents”) not to, directly or indirectly through any Agent of such Person or otherwise, (a) solicit, initiate, solicit or seek, directly encourage or indirectlysupport any inquiry, proposal, offer or bid from, negotiate with, engage in any discussions or enter into any agreement with, any inquiries party (other than the Buyer and its Affiliates) in connection with any (i) reorganization, liquidation, dissolution, initial public offering or recapitalization of the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Company or any of themits Subsidiaries, (ii) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution acquisition or similar transaction involving, involving the Company or any purchase of all its Subsidiaries, (iii) sale of any assets of the Company or any portion of its Subsidiaries outside the Ordinary Course of Business or any sale of capital stock or other equity interests in the Company or any of its Subsidiaries (other than pursuant to the exercise of outstanding employee stock options), (iv) other business combination involving the Company or any of its Subsidiaries or their business or assets, (v) a debt or equity investment in the Company, other than Permitted Indebtedness (any of the assets or any equity securities offoregoing, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"“Alternative Transaction”), or (b) engage furnish any information to any third party other than information which has traditionally been provided in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating the Ordinary Course of Business of the Company and its Subsidiaries to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If third parties where none of the Company or any Stockholder, its Affiliates or any of their respective Agents, Agents have provided reason to believe that such information may be utilized to evaluate any person such Alternative Transaction or entity (other than UniCapital) with any confidential information possible sale or data relating to an Acquisition Proposal, then they shall request the immediate return thereofdisposition. The Company and its Subsidiaries shall, and shall cause their respective Agents to, (i) immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding any Alternative Transaction or other possible sale or disposition of the Stockholders shall Company or any Subsidiary, and (ii) promptly (within two (2) Business Days) notify UniCapital immediately the Buyer if any inquiries, proposals or offers related to proposal for an Acquisition Proposal are received by, any confidential information or data is requested fromAlternative Transaction, or any negotiations inquiry or discussions related 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 third parties and the specific material terms discussed or proposed unless prohibited from doing so pursuant to an Acquisition Proposal are sought a non-disclosure agreement entered into prior to be initiated or continued with, it or any individual or entity referred to in the first sentence date of this Section 8.10Agreement that was not entered into in violation of that certain Letter of Intent, by and between the Buyer and the Company, dated November 22, 2017).

Exclusivity. Except with respect to (a) From and after the date of this Agreement and until the transactions contemplated herebyAsset Closing or termination of this Agreement pursuant to Article 8, the CompanyAvica will not, the Stockholders and nor will it authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, Affiliates or employees or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Alternative Proposal, (ii) 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 shareholders or Alternative Proposal, (iii) engage in discussions with any of them) person with respect to a mergerany Alternative Proposal, acquisitionexcept as to disclose the existence of these provisions, consolidation, recapitalization, liquidation, dissolution (iv) endorse or similar transaction involving, or recommend any purchase Alternative Proposal (except if required pursuant to the exercise 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 an "Acquisition Proposal"person’s fiduciary duty), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (dv) enter into any letter of intent or consummate similar document or any contract, agreement or understanding commitment contemplating or otherwise relating to any Alternative Proposal. Avica and its Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any person parties conducted heretofore with respect to any Alternative 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 entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, employee of Avica or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, its Subsidiaries or any negotiations investment banker, attorney or discussions related to an Acquisition Proposal are sought other advisor or representative of Avica or any of its Subsidiaries shall be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.105.7 by Avica. (b) In addition to the obligations of Avica set forth in Section 5.7(a), Avica as promptly as practicable shall advise DTS in writing of any Alternative Proposal or of any request for nonpublic information or other inquiry which Avica reasonably believes could lead to an Alternative Proposal, the material terms and conditions of such Alternative Proposal (to the extent known), and the identity of the person or group making any such request, inquiry or Alternative Proposal. Avica agrees to keep DTS informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, inquiry or Alternative Proposal.

Exclusivity. Except with respect to this Agreement (a) During the Interim Period, Tempo and the transactions contemplated herebyTempo Blockers shall not take, nor shall Tempo or the Company, the Stockholders and Tempo Blockers permit any of their affiliates shall notrespective Affiliates or Representatives to take, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, 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 shareholders or Person (other than FTAC and/or any of themits Affiliates or Representatives) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or concerning any purchase of all or any a material portion of the assets Tempo’s or any Tempo Blocker’s voting, economic or other equity securities or the issuance and sale of any securities of, or membership interests in, Tempo or its Subsidiaries (other than any purchases of equity securities by Tempo from employees of Tempo or its Subsidiaries) or any Tempo Blocker, any merger or sale of substantial assets involving Tempo or its Subsidiaries, other than immaterial assets or assets sold in the Company (ordinary course of business or transactions permitted by Section 8.01(d)(each such acquisition or transaction, but excluding the Transactions, an “Acquisition Transaction”). Tempo shall, and shall cause its Affiliates and Representatives to, immediately cease any such proposal and all existing discussions or offer being hereinafter referred negotiations with any Person conducted prior to as an "Acquisition Proposal")the Original Execution Date with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, FTAC 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 negotiations agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than Tempo, the Tempo Blockers and their respective equityholders and/or any of their Affiliates or Representatives), concerning, relating to or provide which is intended or is reasonably likely to give rise to or result in, any confidential information offer, inquiry, proposal or data indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with Tempo, the Tempo Blockers and their respective equityholders, Affiliates and Representatives. FTAC 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 Original Execution Date with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any person relating to an Acquisition a Business Combination Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to (a) From and after the date hereof until the Closing or termination of this Agreement and the transactions contemplated herebypursuant to Article 7 (Termination), the Company, the Stockholders Company and any of their affiliates its Subsidiaries shall not, and each of them shall will cause its their respective employees, agents Representatives and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Shareholders not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer for, regarding or concerning any Alternative Transaction (includingan “Acquisition Proposal”), without limitation(ii) enter into, participate in, maintain or continue any discussions (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information regarding the Company with respect to, or take any other action regarding any inquiry, expression of interest, proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthat constitutes, 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 would reasonably be expected to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data lead to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (ciii) otherwise cooperate in with, facilitate or encourage any effort or attempt by any Person to makeeffect any Alternative Transaction, implement (iv) enter into any letter of intent or accept an any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal (other than the Merger to the extent contemplated by this Agreement) to the vote of any shareholder of the Company. The Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal. If any Representative or Shareholder of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 4.8 to cause such Representative or Shareholder not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 4.8. (b) The Company shall promptly (and in any event within 24 hours) notify Purchaser in writing after receipt by the Company (or, to the Knowledge of the Company by any of its Representatives or Shareholders) of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (diii) enter into or consummate any agreement or understanding request made in connection with any person or entity an Acquisition Proposal for non-public information relating to an the Company or for access to any of the properties, books or records of the Company by any Person other than Purchaser and its Representatives not in the ordinary course of business consistent with past practice. Such notice shall describe (A) the terms and conditions of such Acquisition Proposal, except for inquiry, expression of interest, proposal, offer, notice or request, and (B) the Merger contemplated hereby. If identity of the Company Person or Group making any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an such Acquisition Proposal, then they shall inquiry, expression of interest, proposal, offer, notice or request (an “Acquiror”), in each case subject to any confidentiality obligations of the immediate return thereofCompany under any non-disclosure agreement to which it is a party or bound as in effect as of the date of this Agreement. The Company shall keep Purchaser fully informed by email or otherwise of the status and the Stockholders shall notify UniCapital immediately if details of, and any inquiries, proposals or offers related to an Acquisition Proposal are received bymodification to, any confidential information such inquiry, expression of interest, proposal or data is requested fromoffer and any correspondence or communications related thereto, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of the Board) of any negotiations or discussions related meeting of the Board at which the Board is reasonably expected to an discuss any Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Proposal.

Exclusivity. Except (a) Sellers will immediately cease and cause to be terminated any existing solicitations, initiations, encouragement, activity, discussions or negotiations with any parties conducted heretofore by the Company, Sellers, any of its Subsidiaries or any of Sellers’ or Company’s officers, directors, employees, financial advisors, representatives and agents (collectively, “Representatives”) with respect to this Agreement all Take-over Proposals (as defined below). (b) Sellers will not and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employeesthe Company to not release any third party from any confidentiality, agents area of exclusion or standstill agreement between Sellers or the Company and representatives (including, without limitation, such third party or amend any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing. (c) (eachFrom and after the date hereof, an "Agent") Sellers will not and shall cause the Company to not authorize or permit any of its Representatives to, (a) initiate, solicit or seek, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or participate in or take any inquiries action to facilitate any enquiries or the making or implementation of any proposal that constitutes or may reasonably be expected to lead to a Take-over Proposal from any Person, or engage in any discussion, negotiations or inquiries relating thereto or accept any Take-over Proposal. (d) In this Section 5.10, “Take-over Proposal” means a proposal or offer (includingverbal or written) by a third party (other than by Purchaser or an Affiliate of Purchaser), without limitation, any proposal whether or offer to its shareholders or any of them) with respect not subject to a mergerdue diligence condition, acquisitionto acquire in any manner, consolidationdirectly or indirectly, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase beneficial ownership of all or any a material portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If of the Company or its Subsidiaries or to acquire in any Stockholdermanner, directly or indirectly, beneficial ownership of or control or direction over more than 10% of the outstanding securities of the Company or its Subsidiaries, whether by way of an arrangement, amalgamation, merger, consolidation or other business combination, by means of a sale of shares, sale of assets, tender offer or exchange offer or similar transaction involving the Company or its Subsidiaries or Sellers, including any single or multi-step transaction or series of their respective Agentsrelated transactions that are structured to permit such third party to acquire beneficial ownership of all or a material portion of the assets of the Company or its Subsidiaries or to acquire in any manner, have provided any person directly or entity indirectly, beneficial ownership of or control or direction over more than 10% of the outstanding securities of the Company or its Subsidiaries (in all cases other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of transactions contemplated by this Section 8.10Agreement).

Exclusivity. Except with respect to this Agreement During the Pre-Closing Period, Vantage will not (and will cause the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall notother Group Companies, and each of them shall cause its their respective Affiliates, officers, directors, managers, employees, attorneys, accountants, financial advisors, and other agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek), directly or indirectly: (a) solicit, initiate or knowingly encourage (including by way of furnishing any inquiries information related to the Group Companies or Vantage), or knowingly induce or knowingly take any other action which could reasonably be expected to lead to the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer inquiry that constitutes, or could reasonably be likely to its shareholders lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowing induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any letter of themintent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Vantage or the Group Companies to abandon or terminate its or their obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Vantage and the Group Companies agree to notify the Investors within two (2) Business Days if any Person makes any proposal, offer, inquiry or contact with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or an Acquisition Proposal and provide the Investors with the identity of such Person. Vantage and its Affiliates will immediately cease and cause to be terminated any purchase of all or existing discussions with any portion of Person (other than the assets or Investors) concerning any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal; provided, (c) otherwise cooperate that, the foregoing will not prohibit Vantage or any other Group Company from continuing or participating in any effort discussion related to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements with (i) solely to the extent reasonably necessary, existing direct or attempt to make, implement or accept an Acquisition Proposal, indirect holders of Equity Securities of the Group Companies and their Representatives or (dii) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalco-investors identified in writing as such by the Investors. Notwithstanding the foregoing, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to nothing in the first sentence of this Section 8.106.4 will prevent the Group Companies from taking any action required to complete the Restructuring.

Exclusivity. Except with respect Prior to the earlier of the termination of this Agreement MOU pursuant to paragraph 9 below and the transactions contemplated herebyentry of the Bid Procedures Order on the Bankruptcy Court's docket, the Company, the Stockholders and any of their affiliates Debtors shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, 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, (a) initiate, solicit or seek, directly or indirectly, through any inquiries officer, director, employee, agent, professional or the making advisor, (i) solicit, initiate, encourage or implementation of discuss any proposal or offer from any person (includingother than Sponsors or Buyer) relating to any financing, without limitation, any proposal or offer to its shareholders or any of them) with respect to a mergerrefinancing, acquisition, consolidationdivestiture, recapitalization, liquidation, dissolution business combination or similar transaction involving, reorganization of or any purchase of all or any portion involving the business and operations of the assets or any equity securities of, the Company Acquired Business (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalAlternative Transaction"), or (bii) engage in furnish any negotiations concerning, or provide any confidential information or data with respect to, or have assist or participate in, or facilitate in any substantive discussions withother manner, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt by any person to make, implement do or accept an Acquisition Proposal, seek the foregoing or (diii) enter into seek or consummate support Bankruptcy Court approval of a motion or order inconsistent in any agreement way with the transactions contemplated by this MOU. Promptly after the execution of this MOU by Debtors, Debtors will terminate (and will cause each of its affiliates, stockholders, directors, officers, employees, agents or understanding representatives to terminate) all discussions with any person or entity relating to an Acquisition Proposal, except for third party regarding the Merger contemplated hereby. If the Company or any Stockholder, foregoing and will notify Sponsors immediately after Debtors (or any of their respective Agentsits affiliates, have provided stockholders, directors, officers, employees, agents or representatives) learns that any person has made any proposal, offer, inquiry or entity (other than UniCapital) contact with any confidential information or data relating respect to an Acquisition Proposal, then they shall request the immediate return thereofforegoing. The Company acknowledgement of, and agreement with, the Stockholders shall notify UniCapital immediately if any inquiriesterms and conditions set forth in this letter by Debtors will constitute a representation and warranty by Debtors that neither Debtors nor, proposals or offers related to an Acquisition Proposal are received byits knowledge, any confidential information of its affiliates, stockholders, directors, officers, employees, agents or data is requested fromrepresentatives, has entered into any executory agreement which has not yet terminated or accepted any negotiations or discussions related commitment with respect to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10foregoing transactions.

Exclusivity. Except with respect to 9.1 From the date of this Agreement and ending on the transactions contemplated herebyExpiration Time, the Company, the Stockholders and any of their affiliates shall notno Written Consent Party shall, and each of them Written Consent Party shall cause its respective employees, agents Affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (1) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly 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 way with, any person or other entity or “group” within the making or implementation meaning of Section 13(d) of the Exchange Act, concerning any sale of any proposal or offer (including, without limitation, any proposal or offer to its shareholders material assets of the Company or any of them) with respect to a merger, acquisitionthe outstanding capital stock of the Company or any conversion (other than the Conversion), consolidation, recapitalizationmerger, business combination, liquidation, 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 an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If involving the Company or any Stockholderof the Company Subsidiaries other than with Acquiror and its Representatives (an “Alternative Transaction”), (2) amend or grant any waiver or release under any standstill or similar agreement to which such Written Consent Party is a party with respect to any class of equity securities of the Company or any of their respective Agentsthe Company Subsidiaries, have provided (3) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (4) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (5) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, or (6) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Affiliates or Representatives acting on its behalf to take any such action. Each Written Consent Party shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person or entity conducted heretofore with respect to any Alternative Transaction. Each Written Consent Party also agrees that it will promptly request each person (other than UniCapitalthe parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement to which such Written Consent Party is a party in connection with any its consideration of an Alternative Transaction to return or destroy all confidential information furnished to such person by or data on behalf of it pursuant to such agreement prior to the date hereof. 9.2 From the date of this Agreement and ending on the Expiration Time, each Written Consent Party shall notify Acquiror promptly (but in no event later than twenty-four (24) hours) after receipt by such Written Consent Party or any of its Representatives of any inquiry or proposal with respect to an Alternative Transaction, any inquiry that would reasonably be expected to lead to an Alternative Transaction or any request for non-public information relating to an Acquisition Proposalthe Company or any of the Company Subsidiaries or for access to the business, then they shall request properties, assets, personnel, books or records of the immediate return thereof. The Company and or any of the Stockholders shall notify UniCapital immediately if Company Subsidiaries by any inquiriesthird party, proposals or offers in each case, that is related to an Acquisition Proposal are received byinquiry or proposal with respect to an Alternative Transaction. In such notice, such Written Consent Party shall, to the extent not prohibited by the terms of any confidential information confidentiality obligations existing as of the date hereof, identify the third party making any such inquiry, proposal, indication or data is requested fromrequest with respect to an Alternative Transaction and shall provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Each Written Consent Party shall keep Acquiror informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to an Alternative Transaction, including the material terms and conditions thereof any material amendments or proposed amendments. 9.3 If any Written Consent Party or any negotiations of its Representatives receives any inquiry or discussions related proposal with respect to an Acquisition Proposal are sought Alternative Transaction at any time prior to the Expiration Time, then such Written Consent Party shall promptly (and in no event later than twenty-four (24) hours after the Company becomes aware of such inquiry or proposal) notify such person in writing that such Written Consent Party is subject to an exclusivity agreement with respect to the Alternative Transaction that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 9 by a Written Consent Party or its Affiliates or Representatives shall be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.109 by such Written Consent Party.