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 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 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 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 (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) 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 (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) 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 (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 (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 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 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 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 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 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 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 this Agreement (a) During the Interim Period, each of the Company and the transactions contemplated herebyCision Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Acquiror, Holdings, Merger Sub and/or any of their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Acquiror, Holdings and Merger Sub hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 10.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, the Stockholders Cision Owner, and their respective Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of their affiliates shall notsuch facts and circumstances. Each of the Company and the Cision Owner shall, and each of them shall cause its respective employeesAffiliates and Representatives to, agents immediately cease any and representatives (includingall existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, without limitation, any investment banking, legal or accounting firm retained by it which is reasonably likely to give rise to or them and any individual member or employee of the foregoing) (eachresult in, an "Agent"Acquisition Transaction. (b) not toDuring the Interim Period, (a) initiatenone of Acquiror, solicit Holdings or seekMerger Sub shall take, nor shall they permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the making Company, the Cision Owner and/or any of their Affiliates), concerning, relating to or implementation of which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or offer indication of interest, written or oral relating to any Business Combination (includinga “Business Combination Proposal”) other than with the Company, without limitationthe Cision Owner and their respective Affiliates and Representatives. Each of Acquiror, Holdings and Merger Sub shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any proposal and all existing discussions or offer negotiations with any Person conducted prior to its shareholders or any of them) the date hereof 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 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 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 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 with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates (a) ▇▇▇▇ 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. ▇▇▇▇ 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 ▇▇▇▇ 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, ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ to be able to comply with its obligations under this Agreement); provided, however, that ▇▇▇▇ 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 ▇▇▇▇ board of directors or any committee thereof may (x) effect an Adverse Recommendation Change if the ▇▇▇▇ 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 ▇▇▇▇ board of directors’ exercise of its fiduciary duties, and the ▇▇▇▇ board of directors or any committee thereof may only so effect an Adverse Recommendation Change if ▇▇▇▇ also simultaneously (y) terminates this Agreement pursuant to Section 10.1(d)(ii); provided, however, that prior to taking any such action: a) ▇▇▇▇ 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 ▇▇▇▇ has received an Acquisition Proposal that is a Superior Proposal and that the ▇▇▇▇ 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) ▇▇▇▇ 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) ▇▇▇▇’▇ 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 ▇▇▇▇ 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, ▇▇▇▇ 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) ▇▇▇▇ or the ▇▇▇▇ 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 ▇▇▇▇’▇ stockholders, in each case, if in the good faith judgment of the ▇▇▇▇ 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 ▇▇▇▇ 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) ▇▇▇▇ 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. ▇▇▇▇ 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 with respect In consideration of ENOC agreeing to this the Standstill Agreement above, World Energy agrees that during the period commencing on the Effective Date and ending at 5:30 p.m. in Boston, MA, on the transactions contemplated herebyforty-fifth day following the Effective Date (the “Exclusivity Period”), the Company, the Stockholders and any of their affiliates World Energy shall not, and each of them shall cause its respective directors, President/Chief Executive Officer, Chief Financial Officer, other employees, investment bankers, attorneys, financial advisors and other advisors or agents and representatives (includingcollectively, 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"“World Energy Representatives”) not to, directly or indirectly: (ai) initiate, solicit or seeksolicit, directly or indirectly, any inquiries or the making or implementation encourage (including by way 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"providing information), facilitate 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 induce the Merger contemplated hereby. If the Company or any Stockholder, or any submission 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 that constitute or may reasonably be expected to an Acquisition Proposal are received bylead to, any confidential Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non- public information or data is requested fromrelating to World Energy or any of its subsidiaries in connection with, or have any negotiations discussions with any person relating to, any actual or discussions related proposed Acquisition Transaction , or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal are sought Transaction; (iv) enter into any letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to be initiated or continued with, it any Acquisition Transaction; or (v) approve any transaction or any individual third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or entity referred otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the first sentence transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or otherwise affect any of the other provisions of 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 allow time for negotiation of the Refinancing, from and after the date hereof until the termination of exclusivity pursuant to the terms of this Agreement agreement and except as expressly permitted by the transactions contemplated herebyfollowing provisions of this paragraph, the Company, the Stockholders and any of their affiliates Finova shall not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider (including furnishing any information to any other party) any proposal of any other person or entity relating to (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction, (ii) any sale, lease or exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of Finova, in a single transaction or in a series of transactions or (iii) any tender offer, exchange offer for securities of Finova or any purchase or other acquisition of beneficial ownership of 20% or more of the equity of Finova (or securities convertible into 20% or more of the equity of Finova) (an "Acquisition Proposal"); provided, however, that nothing contained in this paragraph shall prohibit Finova's Board of Directors from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide, fully financed, written Acquisition Proposal which relates to the acquisition by another entity of all of the equity of Finova, whether by merger, tender offer or otherwise, if and each only to the extent that (A) Finova's Board of them Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Finova's Board of Directors to comply with its fiduciary duties to Finova's stockholders under applicable law, (B) Finova's Board of Directors determines in good faith after consultation with a nationally recognized expert with experience in appraising the terms and conditions of such unsolicited Acquisition Proposal, that such unsolicited Acquisition Proposal after taking into account the strategic benefits to be derived from the transaction with Leucadia and the long-term prospects of Finova, would, if consummated, result in a transaction more favorable to Finova's stockholders from a financial point of view (any such more favorable bona fide unsolicited Acquisition Proposal being referred to as a "Superior Proposal"), (C) the meeting of Finova's stockholders, if required to consummate the transaction with Leucadia, shall cause its respective employeesnot have occurred and (D) prior to taking such action, agents and representatives Finova (i) notifies Leucadia of any Acquisition Proposal (including, without limitation, any investment banking, legal or accounting firm retained by it or them the material terms and any individual member or employee conditions thereof and the identity of the foregoingperson making the Acquisition Proposal) as promptly as practicable (each, an "Agent"but in no case later than 24 hours) not toafter receipt thereof, (aii) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation provides Leucadia with a copy 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 written Acquisition Proposal, (ciii) otherwise cooperate in thereafter informs Leucadia on a prompt basis of the status of any effort discussion or attempt negotiations with such a third party and any material changes to make, implement or accept an the terms and conditions of such Acquisition Proposal, (iv) promptly gives Leucadia a copy of any information delivered to such person which has not been previously been reviewed by Leucadia and (v) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the confidentiality agreement to which Leucadia is a party. Finova agrees to notify any investment banker or (d) enter into or consummate any other representative of the substance of this agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or purpose of terminating 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 thereofsolicitation efforts that previously took place. 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 exclusivity provision of this Section 8.10agreement (but not the break up fee provision of this agreement) shall expire (i) if a definitive agreement with respect to the Preferred Stock Investment is not executed by Finova and Leucadia by December 8, 2000; (ii) if a term sheet for the Refinancing (which shall have been agreed to by Finova and Leucadia) (the "Term Sheet") is not presented to the agent banks for Finova's outstanding bank debt (the "Agent Banks") by December 20, 2000; and (iii) if the Agent Banks do not recommend approval of the Term Sheet (as such Term Sheet may be amended from time to time with the approval of Finova and Leucadia) to the lenders by February 27, 2001.

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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇® brand.

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 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 (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 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 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 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 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 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, 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 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 (i) The Buyer Parties and the Paladin Parties hereby agree that during the period beginning on the date hereof through 5:00 p.m. pacific time on the day which is the thirtieth (30th) day following the Agreement Date (unless during such thirty day period, Parent shall notify the Paladin Parties that Parent has finished its due diligence) (the “Due Diligence Period”), Parent and Paladin shall continue to discuss on an exclusive basis this Agreement Agreement, the Partnership Merger and the transactions contemplated herebyby this Agreement (the “Proposed Transaction”), including the negotiation of the terms thereof and the definitive documentation regarding the same. (ii) In addition to and not in limitation of the provisions of Section 7.2 hereof, the CompanyPaladin Parties hereby agree that, during the Due Diligence Period, the Stockholders and any of their affiliates Paladin Parties shall not, and each shall not authorize or permit any of them shall cause its their respective employeesRepresentatives (collectively, 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“Paladin Group”) (each, an "Agent") not to, (a) directly or indirectly, initiate, solicit solicit, negotiate, accept or seekdiscuss, directly or indirectly, any inquiries or the making or implementation of any proposal or offer from any Person or group of Persons other than the Buyer Parties (including, without limitation, any proposal or offer an “Alternate Proposal”) 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 acquire all or any portion significant part of the assets business and properties or Equity Interests of any equity securities ofPaladin Party, the Company (any such proposal whether by merger, purchase of stock, purchase of assets, tender offer or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningotherwise, or provide any confidential non-public information to any third party in connection with an Alternate Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Proposed Transaction with the Buyer Parties. Paladin agrees to immediately notify Parent if any member of the Paladin Group receives any indications of interest, requests for information or data tooffers in respect of an Alternate Proposal, and will communicate to Parent in reasonable detail the terms of any such indication, request or offer, and will provide Parent with copies of all written communications relating to any such indication, request or offer and shall keep Parent fully informed on a current basis of any modifications to such indication, request or offer. As of the date hereof, the Paladin Parties shall have any substantive discussions withterminated, and shall have caused each member of the Paladin Group to terminate, any person relating and all existing discussions or negotiations with any Person or group of Persons other than the Buyer Parties regarding an Alternate Proposal. Paladin represents that no member of the Paladin Group is party to or bound by any agreement 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 (Alternate Proposal other than UniCapitalunder this Agreement. (iii) 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 Parties acknowledge that a breach of this Section 8.107.8(a) would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Paladin hereby agrees that Parent may seek equitable relief in the event of any breach or threatened breach of this Section 7.8(a), including injunctive relief against any breach thereof and specific performance of any provision thereof, in addition to any other remedy to which Buyer may be entitled, including the remedy set forth in Section 9.3(a)(iv).

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 ▇▇▇▇▇ ▇, ▇▇▇▇), (▇▇) 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 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 In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the signature of this Agreement Amendment No. 1 and ending at 5:30 p.m. in Boston, MA, on June 27, 2014 (the transactions contemplated hereby“Exclusivity Period”), the Company, the Stockholders and any of their affiliates World Energy shall not, and each of them shall cause its respective employeesdirectors, agents President/Chief Executive Officer, Chief Financial Officer, investment bankers, attorneys and representatives other financial advisors (includingcollectively, 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"“World Energy Representatives”) not to, directly or indirectly: (ai) initiate, solicit or seeksolicit, directly or indirectly, any inquiries or the making or implementation encourage (including by way 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"providing information), facilitate 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 induce the Merger contemplated hereby. If the Company or any Stockholder, or any submission 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 that constitute or may reasonably be expected to an Acquisition Proposal are received bylead to, any confidential Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non- public information or data is requested fromrelating to World Energy or any of its subsidiaries in connection with, or have any negotiations discussions with any person relating to, any actual or discussions related proposed Acquisition Transaction, or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal are sought Transaction; (iv) enter into any letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to be initiated or continued with, it any Acquisition Transaction; or (v) approve any transaction or any individual third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or entity referred otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the first sentence transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or otherwise affect any of the other provisions of this Section 8.10Agreement.

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 From and 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, except as set forth on Schedule 6.08, the Company, the Stockholders and any of their affiliates Seller Parties shall not, and Seller shall cause each of them shall cause its 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) solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage, or take any inquiries action to solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage any inquiries, announcements or communications relating to, or the making or implementation of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (includingb) enter into, without limitationparticipate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than the Buyer or any of its Subsidiaries or their respective Representatives (it being understood that informing a Person of the existence of this Agreement after any such Person contacts a Seller Party or any of its Subsidiaries regarding an Acquisition Proposal and the restrictions set forth in this Section 6.08 shall not be a breach of this Section 6.08), (c) furnish to any Person other than the Buyer, any of its Subsidiaries or any of their respective Representatives any information that the Seller Parties reasonably expect would be used for the purposes of formulating 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 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, or 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 or (cd) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise cooperate relating to any Acquisition Proposal. From and after the date hereof until the Closing Date or the valid termination of this Agreement in accordance with Article VIII, the Seller Parties shall, and Seller shall cause each of its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any effort and all existing activities, discussions or attempt negotiations with any Persons conducted prior to makeor on the date of this Agreement with respect to any Acquisition Proposal. From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, implement Seller shall provide the Buyer with: (i) a written description of any expression of interest, inquiry, proposal or accept an offer relating to a possible Acquisition Proposal, or (d) enter into any request for information that would reasonably be expected to be used for the purposes of formulating any inquiry, proposal or consummate any agreement or understanding with any person or entity relating to an offer regarding a possible Acquisition Proposal, except for the Merger contemplated hereby. If the Company or that is received by any Stockholder, Seller Party or any of their respective Agents, have provided Representatives from any person or entity Person (other than UniCapitalthe Buyer or any of its Subsidiaries or its Representatives) with any confidential after the date hereof, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information or data relating to an Acquisition Proposal, then they shall request was received (the immediate return thereof. The Company “Other Interested Party”) and the Stockholders shall notify UniCapital immediately if material terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any inquiries, proposals or offers related of the Other Interested Party’s Representatives to an Acquisition Proposal are received byany Seller Party, any confidential information or data is requested from, of Seller Party’s Subsidiaries or any negotiations of their respective Representatives or discussions related to an Acquisition Proposal are sought to be initiated or continued withtransmitted on behalf of any Seller Party, it any of Seller Party’s Subsidiaries or any individual of their respective Representatives to the Other Interested Party or entity referred to in any of the first sentence of this Section 8.10Other Interested Party’s Representatives.

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 (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) 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 From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause its Affiliates and its and its Affiliates’ 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) solicit, initiate, encourage, respond to or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer from any Person other than Buyer or its Representatives (including, without limitation, any an “Alternate Bidder”) relating to or in connection with a proposal or offer to its shareholders for, or any of them) with respect to inquiry in connection with, a merger, acquisition, consolidation, recapitalization, liquidationreorganization, dissolution liquidation or other direct or indirect business combination, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or similar transaction involvinginvolving the Acquired Companies or any part of the Business, whenever conducted (in each case, other than as permitted under Section 7.01 or in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”); (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any purchase of all information to, any Alternate Bidder relating to or in connection with any portion of the assets or Acquisition Proposal by such Alternate Bidder; or (c) accept any equity securities of, the Company (any such proposal or offer being hereinafter referred from any Alternate Bidder relating to as an "a possible Acquisition Proposal"), Proposal or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit 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 transaction contemplated by any Acquisition Proposal with any person Alternate Bidder. If Seller or entity relating to any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for Seller shall promptly notify Buyer of such inquiry, proposal or offer and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the Merger contemplated herebyterms and conditions thereof, including the names of the interested parties and any other written communications received from such Person with respect to such inquiry, proposal or offer. If In the Company or any Stockholder, or any event 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 Seller shall, and shall request cause its Affiliates to, use reasonable best efforts to oppose and prevent such Acquisition Proposal in the immediate return thereof. The Company Rehabilitation and before the Rehabilitation Court and shall use reasonable best efforts to cause the Rehabilitator and the Stockholders shall notify UniCapital immediately if any inquiriesRehabilitation Court not to solicit, proposals initiate, encourage, respond to, facilitate, participate in, negotiate or offers related accept such Acquisition Proposal, and to an decline such 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 8.10Rehabilitation.

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 (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 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 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 (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 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 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 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 (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 In consideration of the time, effort and expenses to be undertaken by Pinnacle in connection with respect to this Agreement and the pursuit of the transactions contemplated hereby, and other good and valuable consideration the Companyreceipt and adequacy of which are hereby acknowledged, ACDL hereby agrees that, from the Stockholders date hereof through and any including the earlier of their affiliates the Closing Date or the date of the termination of this Agreement in accordance with its terms, ACDL shall not, and each shall not authorize or permit any of them shall cause its respective directors, officers, employees, agents and consultants, agents, Affiliates or 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, solicit, initiate or take any inquiries action to facilitate, enter into any agreement, letter of intent, term sheet, arrangement or the making understanding or implementation of any proposal participate in discussions or offer (including, without limitation, any proposal or offer to its shareholders or any of them) negotiations with respect to a (i) any investment in ACDL or its Subsidiaries, (ii) any financing arrangement with respect to ACDL and its Subsidiaries, (iii) the management of any proposed project of ACDL or its Subsidiaries other than the golf course and related residential units to be developed on the Ho Tram Project, (iv) any transaction in which any third party or group seeks to acquire beneficial ownership, or otherwise acquire, directly or indirectly, of any equity securities, or any material assets of ACDL or its Subsidiaries, (v) any tender offer or exchange offer (or other offer to purchase or acquire) that if consummated would result in any person beneficially owning any equity securities of ACDL or its Subsidiaries, (vi) any merger, acquisitionconsolidation, consolidationamalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, involving ACDL or any purchase of all or any portion its Subsidiaries, in each case of the assets or any equity securities offoregoing clauses (i) through (vi), other than the transactions contemplated by this Agreement, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")Supplemental Loan Agreement and the Share Purchase and Option Agreement, and solely with the parties thereto and only in respect of the subject matters covered thereby, or (bvii) any of the matters addressed in the Transaction Agreements; provided, however, that ACDL may 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 regarding investments or financing arrangements by the Harbinger Lending Parties and their Affiliates, lenders under the BIDV Credit Agreement (but only with respect to an Acquisition Proposal are sought lending thereunder), and any prospective lenders but only with respect to be initiated or continued with, it or any individual or entity referred to (i) increases in the first sentence term loan under the BIDV Credit Agreement and (ii) provision of the BIDV Working Capital Facility. ACDL shall advise Pinnacle orally and in writing, promptly (but in no event later than 24 hours) after receipt thereof, of (A) any proposal for a transaction described in this Section 8.103.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent or other advisor of ACDL and (B) the material terms of such proposal (including the identity of the Person making such proposal).

Exclusivity. Except In consideration of the Buyer entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, until the Release Time (1) each of the Sellers will cease, and will cause each entity within the Acquired Group and their respective Affiliates, employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions among each entity within the Acquired Group and the Sellers with any third party with respect to any Acquisition Proposal (as defined below) and (2) prior to any termination of this Agreement as set forth in Article 11 hereto, each entity within the Acquired Group and each Seller and each of their respective employees, legal counsel, accountants, financial advisors, consultants and other representatives will not engage in, respond to or continue any Solicitation (as defined below) or take any action to authorize or permit any of the transactions contemplated herebyforegoing to engage in or continue any Solicitation. Each of the Sellers hereby represents to the Buyer that neither it, any entity within the Company, the Stockholders and Acquired Group nor any of their affiliates shall notrespective Affiliates, and each of them shall cause its respective employees, agents and legal counsel, accountants, financial advisors, consultants or other representatives (including, without limitation, is now engaged in discussions or negotiations with any investment banking, legal or accounting firm retained by it or them and any individual member or employee of other party other than 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) Buyer with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any Units or other Equity Interests of any entity within the Acquired Group, (B) a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase sale of all or any a substantial portion of the assets or any equity securities ofsimilar transaction or business combination involving any entity within the Acquired Group, (C) any other transaction involving any entity within the Company Acquired Group or any of their Equity Interests or assets that would have an effect similar to the transactions described in (any such proposal A) or offer being hereinafter referred to as an "Acquisition Proposal"(B), or (bD) engage any other transaction that would reasonably likely have the effect of proscribing the transactions contemplated in this Agreement, including, without limitation, a recapitalization or refinancing. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations concerningwith, or provide furnishes any confidential information or data to, any Person (other than the Buyer or have any substantive discussions withagent, Affiliate, representative or other designee of the Buyer), with respect to any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort including, without limitation, discussions between 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 among 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 8.10Sellers.

Exclusivity. Except with respect to this Agreement (a) From and after the transactions contemplated herebydate hereof, the Company, the Stockholders and any of their affiliates Parent shall not, and each of them 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, (a) except with respect to Buyer, the Restructuring Transactions and the Transaction Agreements (in accordance with this Agreement), solicit, initiate, aid or knowingly encourage (including by way of furnishing information or advice or otherwise) or take any other action to facilitate any inquiries or the making proposals that relate to, or implementation of any would reasonably be expected to lead to, a proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisition, consolidation, recapitalizationamalgamation, liquidationbusiness combination, dissolution sale or transfer of properties or assets (including any reinsurance transaction), sale of shares of capital stock (including by way of a tender or exchange offer), or similar transaction involving, or involving any purchase of all or any portion material part of the assets or any equity securities ofBusiness, the Company or USIS (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or (b) engage in negotiations or discussions with any negotiations Person (or group of Persons) other than Buyer or its Representatives (an “Alternate Bidder”) concerning, or provide any confidential nonpublic information or data advice to any Person relating to, or have any substantive discussions withthat would reasonably be expected to lead to, any person relating to an Acquisition Proposal, (c) otherwise cooperate in continue any effort prior discussions or attempt to makenegotiations with any Alternate Bidder concerning any Acquisition Proposal or (d) accept, implement or accept enter into any Contract (whether or not contingent upon consummation of the transactions contemplated by this Agreement) concerning, any Acquisition Proposal with any Alternate Bidder or consummate any Acquisition Proposal other than as contemplated by this Agreement. In the event that Seller or its Affiliates or Representatives receives an Acquisition Proposal, Seller shall to the extent not prohibited by confidentiality or similar agreements promptly notify Buyer in writing of such proposal and provide a copy thereof (dif in written or electronic form) enter into or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. (b) To the extent not already done so, Parent shall promptly following the date hereof request that all Persons who executed a confidentiality agreement with Parent or consummate any agreement or understanding its Affiliates in connection with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If consideration of a possible acquisition of the Company or any StockholderUSIS (each a “Seller Confidentiality Agreement”) return or destroy all confidential information heretofore furnished to such Persons by or on behalf of Parent or its Affiliates, subject to the terms of such Seller Confidentiality Agreement. At or any immediately prior to the Closing, Parent and its Affiliates shall assign to Buyer all of their respective Agents, have provided rights under any person or entity Seller Confidentiality Agreement relating to confidentiality obligations of any Person (other than UniCapitaland related remedies in the event such Person breaches such obligations) with respect to any confidential information or data relating Evaluation Material (as such term is defined in the Confidentiality Agreement) 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 extent related to an Acquisition Proposal the Business and, to the extent such rights are received byassignable, and shall deliver to Buyer copies of any confidential information or data is requested fromsuch Seller Confidentiality Agreements. Following the Closing, or any negotiations or discussions related to an Acquisition Proposal the extent such rights are sought not assignable to be initiated or continued withBuyer, it or any individual or entity referred to Parent shall promptly notify Buyer in writing in the first sentence event it becomes aware of this Section 8.10a breach of any Seller Confidentiality Agreement to the extent such breach relates to the Business, and, if so directed by Buyer, shall enforce its rights under such Seller Confidentiality Agreement to the extent such rights relate to the Business for Buyer’s benefit, at Buyer’s expense.

Exclusivity. Except with respect to 9.1 From the date of this Agreement and ending on the transactions contemplated herebyearlier of the Closing and the valid termination of the Merger Agreement, the Company, the Stockholders and any of their affiliates shall notno Securityholder shall, and each of them Securityholder 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") Representatives acting on its behalf not to, (a) initiate, solicit or seek, directly or indirectly, enter into an Alternative Transaction, (2) amend or grant any inquiries waiver or release under any standstill or similar agreement to which such Securityholder is a party with respect to any class of equity securities of any of the making or implementation of Target Companies in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (including3) approve, without limitationendorse 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 shareholders Representatives acting on its behalf to take any such action. Each Securityholder shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. 9.2 From the date of this Agreement and ending on the earlier of the Closing and the valid termination of the Merger Agreement, each Securityholder shall notify the Company and SPAC promptly in writing after receipt by such Securityholder or any of them) its Representatives of any inquiry or proposal with respect to a mergeran Alternative Transaction, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, any inquiry that would reasonably be expected to lead to an Alternative Transaction or any purchase of all or request for non-public information relating to any portion of the assets Target Companies or for access to the business, properties, assets, personnel, books or records of any equity securities ofof the Target Companies by any third party, in each case that is related to or that would reasonably be expected to lead to an Alternative Transaction. In such notice, such Securityholder shall identify the Company (third party making any such proposal inquiry, proposal, indication 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 request with respect to an Acquisition ProposalAlternative Transaction and provide the details of the material terms and conditions of any such inquiry, (c) otherwise cooperate in any effort proposal, indication 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 (a) ▇▇▇▇▇▇, NCOG and the transactions contemplated herebyNCOP (collectively, the Company"Grantors"), on behalf of themselves and on behalf of all entities which are (at any time during the Term (as defined below) hereof) controlled by or are under common control with any one or more of the Grantors (either through financial investment or management responsibility) (collectively, the Stockholders "Affiliated Parties"), hereby grant to one another, pursuant to the terms and conditions of this Agreement, the exclusive right to participate in the acquisition (pursuant to their direct or indirect interest in the LLC Agreement) of Consumer Obligations to be acquired by any of the Grantors or any Affiliated Party thereof during the Term of this Agreement, other than Excluded Consumer Obligations. It is agreed that for the purposes of this Agreement, NCO Financial Systems, Inc. and NCO Financial Services, Inc. shall at all times be an Affiliate of NCO and NCOP. (b) Subject to the ability of any Grantor or any Affiliated Party thereof to purchase Excluded Consumer Obligations as provided in this Agreement, each of ▇▇▇▇▇▇, NCOP and NCO agree, on behalf of themselves and on behalf of each of their affiliates respective Affiliated Parties, that in the event any Grantor or any Affiliated Party thereof desires to purchase any Consumer Obligations, other than Excluded Consumer Obligations, such Grantor and its Affiliated Parties, shall notnot purchase such Consumer Obligations until the Joint Venture shall have been given the opportunity (directly or through its subsidiaries), and declined, to exercise its exclusive right to purchase such Consumer Obligations pursuant to the terms of this Agreement. (c) The Grantors agree that each of them shall cause its respective employeeswill provide to the others, agents and representatives (includingon a quarterly basis, without limitation, any investment banking, legal or accounting firm retained a written report summarizing all Excluded Consumer Obligations purchased 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 during 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 quarter. (d) enter into or consummate any agreement or understanding with any person or entity relating As the damages to an Acquisition Proposalthe parties from a breach hereof could not be adequately calculated, except for the Merger contemplated hereby. If parties shall be entitled to specific performance of 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 8.10terms hereof.

Exclusivity. Except with respect (a) As an inducement to the Purchaser to enter into this Agreement Agreement, and in consideration of the time and expense which it has devoted and will devote to the transactions contemplated herebyhereby during such period, except as between the CompanySellers and the Purchaser pursuant to this Agreement, until the Stockholders earlier of (i) the Closing Date and any (ii) termination of their affiliates this Agreement in accordance with Section 14.1 hereof, each of the Sellers and the Guarantor shall not, and each of them and, to the extent permitted by the FTC Orders, shall cause its the Companies and the Operating Company and their respective Affiliates, officers, directors, employees, agents and representatives (including, without limitation, including any investment bankingbanker, legal attorney or accounting firm accountant retained by it or them acting on behalf of such party or any shareholder, director, officer or employee of such party) not to, directly or indirectly (x) initiate, solicit, encourage or entertain proposals, inquiries, indications of interest, or offers to purchase any portion of the Purchased Equity Interests or all or substantially all of the Bulk Assets or the Bulk Gas Business (an “Acquisition Proposal”), or (y) enter into any discussions, negotiations, agreements, arrangements or commitments with respect an Acquisition Proposal with any Person who has made an Acquisition Proposal; provided, however, that the foregoing shall not restrict the Sellers, the Companies, the Operating Company or the Guarantor from dispositions in the Ordinary Course of Business of Bulk Inventory and of Bulk Equipment that is obsolete or in unusable condition and not necessary for the operation of the Bulk Gas Business substantially as currently conducted. (b) Except as otherwise agreed between the Purchaser and the Sellers, until the earlier of (i) the Closing Date and (ii) termination of this Agreement in accordance with Section 14.1 hereof, the Purchaser shall not, and the Purchaser shall cause its Affiliates, officers, directors, employees, agents and representatives (including any individual member investment banker, attorney or accountant retained or acting on behalf of the Purchaser or any shareholder, director, officer or employee of the foregoing) (each, an "Agent"Purchaser) not to, (a) to directly or indirectly initiate, solicit solicit, encourage or seek, directly or indirectly, entertain any inquiries or the making or implementation of opportunity to acquire 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, business which compete with the Company Bulk Gas Business or the purchase of which by the Purchaser could reasonably be expected to materially impair the Purchaser’s ability to (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")A) consummate the transactions contemplated hereby under applicable antitrust Law and the FTC Orders, or (bB) 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, obtain the Financing. (c) otherwise cooperate This Section 6.9 supersedes the exclusivity covenant to which each party is subject contained in any effort or attempt Section A.3 of the Framework Agreement and each party shall have no further obligation to makethe other party in connection with such exclusivity covenant; provided, implement or accept an Acquisition Proposalhowever, if this Agreement is terminated by the Purchaser (x) as a result of a material breach of this Agreement by either party or (dy) enter into under Section 14.1(d) 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 ProposalSection 14.1(e), then they any claims either party may have for any breach of such exclusivity covenant shall request the immediate return thereof. The Company not be waived 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 8.10retained.

Exclusivity. (a) Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders Company shall not and any of their affiliates shall not, and each of them shall cause its respective employees, shareholders, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to, : (ai) 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 substantial portion of the assets or any equity securities of, the Company (any such transaction being hereinafter referred to as an "Acquisition" and any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or ; (bii) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; (ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or ; or (div) enter into or consummate any agreement or understanding with any person or entity Person relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, its Agents have provided any person or entity Person (other than UniCapitalParent or its Agents or the Company's Agents) with any confidential information or data relating to an Acquisition ProposalProposal other than the Confidential Offering Memorandum, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Parent immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it the Company, its directors, officers, 10% shareholders or investment bankers. (b) In the event that the Company, any Company Shareholder, or any individual of their respective Affiliates or entity referred Agents takes any of the actions prohibited under the preceding subsection (a), and the Company enters into an agreement with respect to, or consummates, an Acquisition other than the Merger contemplated hereby at any time prior to in March 31, 1999, then the first sentence Company shall immediately pay to Parent, as liquidated damages and not as a penalty, the sum of this FIVE MILLION DOLLARS ($5,000,000). Parent and the Company acknowledge that such payment is reasonable compensation to Parent as a result of such breach. (c) This Section 8.105.04 shall terminate if Parent fails to make any scheduled advance to the Company under the Credit Agreement and such failure constitutes a breach of the Credit Agreement which remains uncured ten days after written notice thereof from the Company to Parent.

Exclusivity. Except with respect to From the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with the terms hereof, neither the Seller Parties nor the Company will (and the transactions contemplated hereby, Seller Parties and the Company, the Stockholders and any of Company will not permit their affiliates shall notrespective Affiliates to, and each of them shall will use commercially reasonable efforts to cause its respective employees, agents their 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 Affiliates’ Representatives not to, ) directly or indirectly: (a) initiatesolicit, solicit initiate or seek, directly or indirectly, any inquiries or encourage the making or implementation submission of any proposal or offer (including, without limitation, from 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 Person 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 (d) enter into or consummate any agreement transaction relating to, the acquisition of any equity interests in any Group Company or understanding any merger, recapitalization, leveraged dividend, share exchange, sale of substantial Assets (other than sales of inventory in the Ordinary Course of Business) or any similar transaction or alternative to the Contemplated Transactions or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any person other manner, any effort or entity relating attempt by any Person to an Acquisition Proposaldo or seek any of the foregoing. Neither of the Seller Parties will vote its respective equity securities in favor of any such acquisition structured as a merger, except for consolidation, share exchange or otherwise. The Seller Parties and the Merger contemplated herebyCompany will notify the Buyer Parties immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited). If Notwithstanding anything to the contrary in this Section 5.8, the Company may issue Equity Interests to, and discuss issuing Equity Interests to, employees and independent contractors of the Group Companies, in each case in the Ordinary Course of Business, and Fresenius may acquire Class B Units pursuant to the terms of the Equity Grant Agreements outstanding on the date hereof; provided, however, that any such issuances of Equity Interests of the Company or any Stockholder, or any acquisitions of their respective Agents, have provided any person or entity (other than UniCapital) Class B Units by Fresenius are made in compliance 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 provisions of this Section 8.105.1.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, nor its Subsidiary nor the Stockholders and any none of their affiliates shall notshall, 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 or its Subsidiary (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 Company, its Subsidiary 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 Company, its Subsidiary 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. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to During the period from the date of this Agreement and through the transactions contemplated herebyearlier of the Closing or the termination of this Agreement in accordance with its terms, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective officers, directors, employees, agents agents, representatives 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"including for this purpose commonly Controlled Affiliates) not to, (a) initiate, solicit or seek, directly or indirectly, (a) solicit, initiate, seek, encourage or support any inquiries or the making or implementation of any inquiry, proposal or offer (includingfrom, without limitationfurnish any information to, or participate in any discussions or negotiations with, any proposal corporation, partnership, person or offer to other entity or group (other than Parent and its shareholders or Subsidiaries and Representatives) regarding 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 enter into, continue with or participate in any discussions or negotiations concerningwith, or provide any confidential information or data to, any Person (other than Parent and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal or have (c) enter into any substantive discussions withagreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, upon receipt by the Company or any person relating of its commonly Controlled Affiliates of any offer, proposal, indication of interest, request or inquiry that could reasonably be expected to lead to an Acquisition Proposal, the Company shall within one (c1) otherwise cooperate Business Day (i) notify Parent of its receipt of such Acquisition Proposal and (ii) communicate to Parent in reasonable detail the terms of any effort such Acquisition Proposal (including providing Parent with a written statement with respect to any non-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise Parent of any material modification or attempt proposed modification to make, implement or accept an such Acquisition Proposal and any other information necessary to keep Parent informed in all material respects regarding the status and details 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 From the date of this Agreement and until the transactions contemplated herebyClosing Date or the earlier termination of this Agreement, the Company, the Stockholders Company and any of their affiliates each Seller shall not, and each of them nor shall cause its respective employeesthe Company or any Seller directly or indirectly, agents and representatives (includingthrough any officer, without limitationdirector, any investment bankingemployee, legal representative or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not toagent thereof, (a) initiate, solicit or seek, directly encourage the initiation or indirectly, any inquiries or the making or implementation submission 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 regarding any acquisition, merger, take-over bid, sale of all or substantially all of the assets of, or sales of capital stock or other securities of the Company or its Subsidiaries, whether or not in writing and whether or not delivered to the shareholders of the Company generally (including by way of a tender offer), or similar transactions involving the Company or its Subsidiaries (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”) or (b) negotiate with respect to or effect any transaction contemplated by an Acquisition Proposal. The Company shall promptly notify the Buyer after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any Seller in connection with an Acquisition Proposal are received byor for access to the properties, books or records of the Company or that informs the board of directors of the Company that the Person making the request is considering making or has made an Acquisition Proposal. Such notice to the Buyer shall be made promptly orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. Subject to their fiduciary duties, so long as this Agreement remains in effect and has not been terminated, the board of directors of the Company shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Buyer the approval or recommendation by such board of this Agreement, the agreements contemplated herein or the transactions contemplated hereby, (ii) approve or recommend, or propose to approve or recommend, any confidential information Acquisition Proposal (other than as contemplated in this Agreement) or data is requested from(iii) approve or authorize the entering into any agreement with respect to any Acquisition Proposal (other than as contemplated in this Agreement). From the date of this Agreement until the Closing Date or earlier termination of this Agreement, no Seller will sell or otherwise transfer, or grant any negotiations or discussions related option to an Acquisition Proposal are sought purchase, any of such Seller’s Shares to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10a third party.

Exclusivity. Except with respect to From the date of this Agreement until the earlier of the Closing and the transactions contemplated herebytermination of this Agreement in accordance with its terms, the Company, the Stockholders Parent and any of their affiliates Merger Sub shall not, and each of them shall use their reasonable best efforts to 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 Representatives not to, directly or indirectly: (ai) solicit, initiate, solicit knowingly encourage (including by means of furnishing or seekdisclosing information), knowingly facilitate, discuss (with a third party) or negotiate, directly or indirectly, any inquiries or the making or implementation of any inquiry, proposal or offer (including, without limitation, any proposal written or offer to its shareholders or any of themoral) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution Parent Acquisition Proposal; (ii) furnish or similar transaction involvingdisclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, a Parent Acquisition Proposal; (iii) enter into any purchase Contract regarding a Parent Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of all any securities of either Parent of the Merger Sub (or any portion Affiliate or successor of either Parent of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"Merger Sub), other than the Private Placements and the issuance of shares of Parent Common Stock as Merger Consideration; or (bv) engage in any negotiations concerning, knowingly facilitate 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 knowingly encourage any effort or attempt by any Person to makedo or seek to do any of the foregoing. Parent shall (A) notify the Company promptly upon receipt of any Parent Acquisition Proposal by Parent or Merger Sub, implement or accept an and to describe the terms and conditions of any such Parent Acquisition Proposal in reasonable detail (including the identity of any Person making such Parent Acquisition Proposal) and (B) keep the Company reasonably informed on a reasonably current basis of any modifications to such offer or information. Parent shall, and shall cause its Affiliates to, and shall authorize and instruct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Execution Date with respect to, or (d) enter into which is reasonably likely to give rise to or consummate any agreement or understanding with any person or entity relating to an result in, a Parent 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 has been validly terminated pursuant to Article 11 hereof, in light of the significant dedication of time and resources required by the transactions contemplated herebyParties to evaluate and consummate the Combination, ThedaCare agrees that ThedaCare, the CompanyThedaCare Affiliates and their respective agents, the Stockholders servants, and any of their affiliates employees shall not, and each without the prior written consent 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 seekFroedtert, directly or indirectly, through any inquiries representative or otherwise, (i) solicit, initiate or encourage the making initiation by others of discussions or implementation of any proposal or offer (includingnegotiations with third parties, without limitation, any proposal or offer respond to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingsolicitations by third parties, or continue any purchase existing discussion or negotiations with third parties (other than with Froedtert) relating to any potential future arrangement substantially similar to the Combination described herein that would conflict with or preclude ThedaCare’s ability to participate in the Combination consistent with the terms and conditions of all or any portion of the assets or any equity securities of, the Company this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"“Alternative ThedaCare Arrangement”), or (bii) engage participate in any discussions or negotiations concerningregarding an Alternative ThedaCare Arrangement, 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 way with, assist, participate in, or facilitate any efforts to 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 by any person or entity (other than UniCapitalwith Froedtert) with to create an Alternative ThedaCare Arrangement or enter into any confidential information agreement or data commitment relating to an Acquisition ProposalAlternative ThedaCare Arrangement (whether or not binding). Furthermore, then they ThedaCare shall request promptly notify Froedtert in writing if ThedaCare, the immediate return thereofThedaCare Affiliates or their respective agents, servants or employees receive after the date hereof any indication of interest or offer in respect of any Alternative ThedaCare Arrangement, communicate to Froedtert in reasonable detail the terms of any such indication of interest or offer, and provide Froedtert with copies of all written communications relating to any such indication of interest or offer. 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 For purposes of this Section 8.107.1(i), an Alternative ThedaCare Arrangement does not include discussions and negotiations that ThedaCare is or may be engaged in on various matters related to its ordinary and customary course of business or strategic plan which may include ongoing discussions with other providers and health care organizations, provided that if such discussions or negotiations are considered by ThedaCare to be substantively related to the Combination described herein, ThedaCare shall inform Froedtert of such discussions or negotiations.

Exclusivity. Except (i) In consideration of Arcade entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, (1) Palmosa and TDB will cease, and will cause their Affiliates and their respective employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions with any Third Party with respect to any Acquisition Proposal and (2) prior to any termination of this Agreement as set forth in Section 10 hereto, Palmosa and the transactions contemplated hereby, the Company, the Stockholders and TDB will not engage in or continue any Solicitation or take any action to authorize or permit any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, the foregoing to engage in or continue any investment banking, legal or accounting firm retained by it or them and any individual member or employee Solicitation. Each of the foregoing) (each, an "Agent") Palmosa and TDB hereby represents that it is not to, (a) initiate, solicit now engaged in discussions or seek, directly or indirectly, negotiations 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) other party other than Arcade with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any shares of capital stock in Palmosa, TDB and/or the Shipco SPVs, (B) a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase sale of all or any a substantial portion of the assets or any equity securities ofsimilar transaction or business combination involving Palmosa, TDB, the Company Shipco SPVs and/or the Vessels, (C) any such proposal other transaction involving TDB or offer being hereinafter referred any of its securities or assets that would have an effect similar to as an "Acquisition Proposal"the transactions described in (A) or (B), or (bD) engage any other transaction that would defeat the intent of this Agreement, excluding, without limitation, any recapitalization or financing necessary in the ordinary course of its business. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations concerningwith, or provide furnishes any confidential information or data to, any Person (other than Arcade or have any substantive discussions withagent, affiliate, representative or other designee of Arcade), with respect to 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 discussions among Palmosa and Tsakos in furtherance of 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 Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement agree that until the earlier of the Closing or termination of this Agreement and the transactions contemplated herebypursuant to its terms, the Companythey shall not directly or indirectly solicit, 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 encourage, entertain or seekdiscuss (and shall not permit any Affiliate, directly or indirectlydirectors, any inquiries or the making or implementation of any proposal or offer (includingtrustee, without limitationmanager, any proposal or offer to its shareholders or any of them) with respect to a mergerofficer, acquisitionemployee, consolidationrepresentative, recapitalization, liquidation, dissolution or similar transaction involvingagent, or any purchase of all other Person acting on their behalf to solicit, initiate, encourage, entertain 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 (bdiscuss) 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 involving any Acquisition Proposal, or respond positively or provide any information to any other Person, or otherwise take any action, with respect to an Acquisition Proposal. Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement further agree to promptly notify Federated should any of them receive or become aware of any such inquiries, proposals or offers involving any Acquisition Proposal. Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement shall (and shall ensure that their Affiliates, directors, trustees, managers, officers, employees, representations, agents and other Person acting on their behalf, and any Owner that is not an Owner Party or that is not executing and delivering a Joinder Agreement) immediately end (and not recommence unless this Agreement is terminated in accordance with its terms) any discussions or activities conducted before the date of this Agreement with respect to an Acquisition Proposal. Seller also shall, and the Owner Parties shall cause Seller to, promptly request that any confidential or proprietary information regarding Seller, the Acquired Assets, the Business or any Product that may have been disclosed (other than to Federated and its Affiliates) in connection with any discussions or activities conducted before the date of this Agreement with respect to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related be returned 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 8.10Seller.

Exclusivity. Except with respect In consideration of ENOC agreeing to this the Standstill Agreement above, World Energy agrees that during the period commencing on the Effective Date and ending at 5:30 p.m. in Boston, MA, on the transactions contemplated herebyforty-fifth day following the Effective Date (the “Exclusivity Period”), the Company, the Stockholders and any of their affiliates World Energy shall not, and each of them shall cause its respective directors, President/Chief Executive Officer, Chief Financial Officer, other employees, investment bankers, attorneys, financial advisors and other advisors or agents and representatives (includingcollectively, 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"“World Energy Representatives”) not to, directly or indirectly: (ai) initiate, solicit or seeksolicit, directly or indirectly, any inquiries or the making or implementation encourage (including by way 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"providing information), facilitate 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 induce the Merger contemplated hereby. If the Company or any Stockholder, or any submission 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 that constitute or may reasonably be expected to an Acquisition Proposal are received bylead to, any confidential Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non-public information or data is requested fromrelating to World Energy or any of its subsidiaries in connection with, or have any negotiations discussions with any person relating to, any actual or discussions related proposed Acquisition Transaction , or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal are sought Transaction; (iv) enter into any letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to be initiated or continued with, it any Acquisition Transaction; or (v) approve any transaction or any individual third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or entity referred otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the first sentence transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or otherwise affect any of the other provisions of this Section 8.10Agreement.

Exclusivity. Except with respect to From the Effective Date until the earlier of the Closing Date or the termination of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall will 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, (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 (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 cause its Affiliates (including the Company) 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. Notwithstanding anything to the contrary herein, Seller, its Affiliates and its and their respective Representatives may respond to any unsolicited proposal regarding an Acquisition Proposal by indicating that Seller and the Acquired Companies are subject to an exclusivity agreement and are unable to provide any information related to the Acquired Companies or the making Business or implementation of entertain any proposal proposals or offer (including, without limitation, any proposal offers 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 concerning an Acquisition ProposalProposal for as long as this Agreement remains in effect. For purposes hereof, (c) otherwise cooperate in any effort or attempt to make, implement or accept an “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (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, other than Buyer or any of their respective Agentsits Affiliates) concerning (i) a merger, have provided consolidation, liquidation, recapitalization, equity exchange or other business combination transaction directly or indirectly involving Seller or the Acquired Companies; (ii) the issuance or acquisition, directly or indirectly, of any person equity securities in Seller or entity the Acquired Companies; or (iii) the sale, lease, exchange or other than UniCapital) with disposition of any confidential information or data relating to an Acquisition Proposal, then they shall request material portion of the immediate return thereof. The Company and Company’s Assets outside 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 ordinary course of this Section 8.10business.

Exclusivity. Except with respect (a) During the Interim Period, and in all cases subject to this Agreement and the transactions contemplated herebySection 5.1, 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") each Company Subsidiary not to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer from any Person or group of Persons other than Parent and Parent Sponsor (and their respective Representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or could reasonably be expected to its shareholders lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to any Group Company or any of themits assets or businesses, or afford access to the assets, business, properties, books or records of any Group Company to a Competing Buyer, for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Transaction; (v) 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 Competing Transaction or any proposal or offer that would reasonably be expected to lead to a Competing Transaction, or publicly announce an intention to do so; or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. The Company shall, and shall direct its Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or Competing Transaction. The parties agree that any portion violation of the assets or any equity securities of, restrictions set forth in this Section 5.18(a) by the Company (any such proposal or offer being hereinafter referred its Affiliates or Representatives shall be deemed to as an "Acquisition Proposal"), or be a breach of this Section 5.18(a) by the Company. (b) engage During the Interim Period, and in all cases subject to Section 5.2, each of Parent, Merger Sub I and Merger Sub II shall not, and shall direct its Representatives not to, directly or indirectly: (i) 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 concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any merger, consolidation, or acquisition of stock or assets or any other business combination involving Parent and any other corporation, partnership or other business organization other than the Company and Company Subsidiaries (a “Parent Competing Transaction”), (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Parent Competing Transaction, (iii) 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 an Acquisition Proposal, (c) otherwise cooperate in any effort Parent Competing Transaction or attempt any proposal or offer that would reasonably be expected to make, implement or accept an Acquisition Proposal, lead to a Parent Competing Transaction or (div) enter into resolve or consummate agree to do any agreement of the foregoing or understanding otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. Each of Parent, Merger Sub I, and Merger Sub II shall, and shall direct their respective controlled Affiliates and Representatives acting on their behalf to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Parent Competing Transaction. The parties agree that any violation of the restrictions set forth in this Section 5.18(b) by Parent, Merger Sub I and Merger Sub II 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 controlled Affiliates or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they Representatives 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 8.105.18(b) by Parent and the Merger Subs.

Exclusivity. Except with respect to Until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 7.1 hereof, Seller, KBT and the transactions contemplated hereby, the Company, the Stockholders and any their Boards of their affiliates Directors shall not, and each Seller, KBT and their Boards of them Directors shall direct and use their best efforts to cause its their respective employeesRepresentatives not to (i) actively solicit, agents and representatives engage in discussions or negotiate, or take any other action intended or designed to facilitate (including, without limitation, any investment banking, legal or accounting firm retained including by it or them and any individual member or employee way of the foregoingfurnishing information) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal which constitutes, or offer may reasonably be expected to lead to, a Takeover Proposal (including, without limitation, as hereinafter defined) or (ii) enter into any proposal or offer to its shareholders or any of them) agreement with respect to a mergerTakeover Proposal. Additionally, acquisitionneither the Board of Directors of Seller or KBT, consolidationnor any committee thereof shall: (a) withdraw or modify, recapitalizationin a manner adverse to Buyer, liquidationthe approval or recommendation by Seller’s or KBT’s Board of Directors or any such committee of the approval of this Agreement and the transaction contemplated hereunder; (b) approve or recommend, dissolution or propose publicly to approve or recommend, any Takeover Proposal; or (c) approve any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Takeover Proposal. Notwithstanding the provisions of this Section 5.5, Seller may furnish information concerning its business, properties or assets to a Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning an Takeover Proposal, if such Person has on an unsolicited basis submitted a bona fide Takeover Proposal to Seller’s board which the Seller’s board determines, in good faith, after consultation with its financial advisor and independent legal counsel that (i) such Takeover Proposal constitutes, in light of all relevant circumstances and all terms and conditions of such Takeover Proposal and this Agreement, a transaction involvingto be more favorable to the Company’s stockholders than the transaction contemplated by this Agreement and (ii) that the failure to take such action would be inconsistent with Seller’s board’s or the parent of Seller’s board’s fiduciary duties to its stockholders under applicable Law; provided, that (x) Seller has first given Buyer a written notice that states that Seller has received such Takeover Proposal and includes the information set forth below, (y) such Takeover Proposal was made after the date of this Agreement and did not otherwise result from a breach of this Section 5.5. Contemporaneously with furnishing any information to such Person, Seller shall furnish such information to Buyer (or, with respect to any such information that has previously been furnished to Buyer or its representatives, a list identifying such information). As promptly as practicable (and, in any event, within 48 hours) after receipt of an Takeover Proposal or any request for information or any discussions or inquiries which is reasonably likely to lead to an Takeover Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Takeover Proposal, request, discussion or inquiry, and the identity of the Person or group making such Takeover Proposal, request, discussion or inquiry, and a copy of all written materials provided in connection with any such Takeover Proposal, request, discussion or inquiry. After receipt of such Takeover Proposal, request, discussion or inquiry, Seller shall promptly keep Buyer informed of the status and details (including changes or proposed changes to the economic terms and any other material amendments or proposed material amendments and any withdrawals or abandonment) of any such Takeover Proposal, request, discussion or inquiry and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with such Takeover Proposal, request, discussion or inquiry. Any violation of the restrictions set forth in this Section 5.5 by any officer or director of Seller or KBT, or any purchase of all Person acting pursuant to instruction or any portion of the assets authorization by Seller 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 KBT 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 8.10by Seller.

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) The Company shall not (i) solicit, initiate, solicit or seek, directly or indirectly, any inquiries or encourage (including by way of furnishing nonpublic information) the making or implementation submission of any proposal or offer from any Person relating to the acquisition or potential acquisition of any capital stock or other voting securities (including, without limitation, any proposal or offer to its shareholders or any of them) except as otherwise provided herein with respect to any private financing or capital raising transaction), or any substantial portion of the assets, of the Company (including any acquisition structured as a merger, acquisition, consolidation, recapitalizationor share exchange) (a “Competing Transaction”) or (ii) participate in any discussions or negotiations regarding, liquidationfurnish any information with respect to, dissolution assist or similar transaction involvingparticipate in, 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 facilitate 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 other manner any effort or attempt by any Person to make, implement do 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 seek any of their respective Agents, have provided the foregoing. Any prior discussions with respect to any person or entity of the foregoing (other than UniCapitalthe transactions contemplated by this Agreement) with any confidential information shall have been terminated prior to execution of this Agreement without obligation by or data relating liability to an Acquisition Proposal, then they shall request the immediate return thereofCompany. The Company and the Stockholders shall notify UniCapital Parent immediately if any inquiriesPerson makes any proposal, proposals or offers related to an Acquisition Proposal are received byoffer, any confidential information or data is requested frominquiry, or contact with respect to any negotiations of the foregoing. Such notice to Parent shall indicate in reasonable detail the material terms and conditions of such proposal, offer or discussions related inquiry. (b) Notwithstanding the foregoing, at any time prior to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence adoption of this Agreement by the Required Company Stockholder Vote, the recommendation of the Board of Directors of the Company in favor of this Agreement, the Merger and the transactions contemplated herein (the “Company Board Recommendation”) may be withdrawn or modified, and this Agreement may be terminated by the Company, subject to and upon payment of the Company Termination Fee, if: (i) an unsolicited, bona fide written offer to purchase all of the outstanding shares of Company Stock is made to the Company and is not withdrawn; (ii) the Company provides Parent with a copy of such offer and at least five business days prior notice of any meeting of the Company’s Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Offer; (iii) the Company’s Board of Directors determines in good faith (based upon a written opinion of an independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Offer; (iv) the Company’s Board of Directors determines in good faith, after having taken into account the written advice of the Company’s outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the Company Board Recommendation is required in order for the Company’s Board of Directors to comply with its fiduciary obligations to the Stockholders under applicable law; and (v) neither the Company nor any of its representatives shall have breached or taken any action inconsistent with any of the provisions set forth in Section 8.105.4(a).

Exclusivity. Except (a) From and after May 12, 2004, and until the earlier of the Closing or the termination of this Agreement, Vendors have 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 Buyers 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 Vendors 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 Vendors and/or the Contract Companies, other than to Buyers, relating to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Acquisition Proposal with Vendors or any subsidiary of Vendors (whether such subsidiaries are in existence on the date hereof or are hereafter organized); (iii) enter into a contract or agreement (whether oral or written) with any Person, other than Buyers, providing for an Acquisition Proposal with Vendors or 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 Vendors or any subsidiary (whether such subsidiary is in existence on the date hereof or are hereafter organized) other than by Buyers. (b) Vendors shall, and shall cause its Representatives to, avoid and cause to be avoided any such contacts or negotiations with any Person relating to any Acquisition Proposal. In addition to the foregoing, if Vendors or any of their Representatives receives, prior to the Closing or the termination of this Agreement, any offer or proposal (formal or informal) relating to any of the above, Vendors shall immediately notify Buyers thereof and provide Buyers with the details thereof including the identity of the Person or Persons making such offer or proposal, and will keep Buyers fully informed of the status and details of any such offer of proposal. Vendors and Buyers all acknowledge that this Section 6.3 was a significant inducement for Buyers to enter into this Agreement and the transactions contemplated herebyabsence of such provision would have resulted in either (i) a material reduction in the Purchase Price to be paid to Vendors; or (ii) a failure to induce Buyers to enter into this Agreement. (c) As used in this Section 6.3, 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 term "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any ACQUISITION PROPOSAL" shaLL mean a proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase other business combination involving an acquisition of all or any portion part of the assets or any equity securities of, Contract Companies and/or 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 Businesses and/or 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 8.10Purchased Assets.

Exclusivity. Except with respect to this From the date of the Business Combination Agreement and ending on the transactions contemplated hereby, the Company, the Stockholders and any earlier 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 and (b) the termination of the Business Combination Agreement AppHarvest shall not take, solicit nor shall it permit any of its controlled affiliates or seekrepresentatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Novus, its stockholders and/or any of their affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any merger, sale of ownership interests and/or assets (other than asset sales in the ordinary course of business) of AppHarvest, recapitalization or similar transaction, in each case other than (i) the Business Combination, (ii) any purchase of shares of Novus Common Stock in any PIPE, or (iii) any issue of shares of AppHarvest Preferred Stock, AppHarvest Common Stock or any AppHarvest Interim Period Convertible Notes or other indebtedness convertible into or securities exercisable for any such AppHarvest Preferred Stock, AppHarvest Common Stock permitted without the consent of Novus in accordance with the Business Combination Agreement, including in any AppHarvest Permitted Interim Financing (an “AppHarvest Business Combination Proposal”) other than with Novus, its stockholders and their respective affiliates and representatives or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) investors in the PIPE with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthe PIPE; provided that the foregoing shall not apply to, or restrict AppHarvest from soliciting, structuring, entering into or consummating an AppHarvest Permitted Interim Financing. In addition, AppHarvest shall, and shall cause its controlled affiliates to, and shall cause their respective representatives to, immediately cease any purchase of and all existing discussions or negotiations with any portion person with respect to any AppHarvest Business Combination Proposal. From the date of the assets or any equity securities of, Business Combination Agreement and ending on the Company earlier of (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or a) the Closing and (b) the termination of the Business Combination Agreement, Novus shall not, nor shall Novus permit any of its controlled affiliates or representatives to, solicit, initiate, continue or engage in any discussions or negotiations concerningwith, or provide enter into any confidential information or data toagreement with, or have any substantive discussions withencourage, respond, provide information to or commence due diligence with respect to, any person relating to an Acquisition (other than AppHarvest, its stockholders and/or any of their affiliates or representatives), concerning any merger, purchase of ownership interests or assets of Novus, recapitalization or similar business combination transaction or any other “Business Combination” (as defined in the Novus’s organizational documents), in each case, other than the Business Combination (a “Novus Business Combination Proposal”). In addition, (c) otherwise cooperate in Novus shall, and shall cause its controlled affiliates to, and shall cause their respective representatives to, immediately cease any effort and all existing 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 with respect to an Acquisition any Novus Business Combination 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 Other than transfers and assignments of Commitments that are made in accordance 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 (includingAgreement, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee the prior written approval of the foregoing) Lead Investor (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 Majority-in-Interest of the assets or any equity securities of, Investors if the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"Lead Investor becomes a Failing Investor), or no Investor and none of such Investor’s Affiliates shall (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 (di) enter into any written or consummate any agreement oral agreement, arrangement or understanding (whether legally binding or not) with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If shareholder of the Company or any Stockholder, other potential investor or acquiror or group of investors or acquirors or any of their respective Agentsrepresentatives 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, have provided 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 the Transactions; (iii) provide any information to any third party with a view to the third party or any other person pursuing or entity 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 UniCapital(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 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 confidential information or data relating other person regarding the matters described in Section 2.12(i) to an Acquisition ProposalSection 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of two (2) years 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 two-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, then they provided that with respect to this sub-section (b), this Section 2.12 shall request in any event terminate at the immediate return thereof. The Company and the Stockholders Effective Time; provided that in any event this Section 2.12 shall notify UniCapital immediately if any inquiriesnot apply to agreements, proposals or offers related to an Acquisition Proposal are received byarrangements, any confidential information or data is requested from, or any negotiations understandings or discussions related between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to an Acquisition Proposal are sought the contrary herein, following the termination of this Agreement with respect to be initiated or continued withany Non-Consenting Investor pursuant to Section 2.4.1, it or any individual or entity referred to in the first sentence foregoing clauses (iv) and (v) of this Section 8.102.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it (including any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Except with respect to this Agreement During the Pre-Closing Period, none of the Seller and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall notwill, and each of them shall will cause its respective Affiliates, directors, officers, employees, 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") other Representatives not to, (a) initiate, solicit or seek, directly or indirectly, any initiate, solicit, facilitate, or encourage discussions, proposals, inquiries or offers (including by disclosing or making available any non-public information or data relating to any of the making Acquired Companies in connection with or implementation facilitation of any proposal discussions, proposals, inquiries 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"offers), or (b) engage in negotiate or discuss 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 proposal with any person or entity other than Buyer and its Representatives, relating to or concerning any transaction similar to, or having the same effect as, the transactions contemplated by this Agreement or any transaction that would constitute an Acquisition Proposal, except for Proposal (including the Merger contemplated herebytransfer of any Equity Securities of any Acquired Company). If The Seller and the Company or shall, if any Stockholder, of them or any of their respective AgentsAffiliates receives an inquiry, have provided proposal, or offer relating to any Acquisition Proposal during the Pre-Closing Period, promptly notify Buyer in writing thereof, including the material terms of such Acquisition Proposal (to the extent not specifically prohibited by an applicable written agreement in effect on the Signing Date). During the Pre-Closing Period, none of the Sponsor and Buyer, will, and each will cause its Affiliates, directors, officers, employees, investment bankers and other Representatives not to, directly or indirectly, initiate, solicit, facilitate, or encourage discussions, proposals, inquiries or offers, or negotiate or discuss any proposal with any person or entity (other than UniCapital) with any confidential information or data Seller and its Representatives, relating to an Acquisition Proposalor concerning any transaction for the acquisition of all or substantially all of the Equity Securities or assets of any third party other than the Acquired Companies. Further, then they shall request without the immediate return thereof. The Company Seller’s prior written consent, during the Pre-Closing Period, Buyer will not issue any shares of stock or warrants or other Equity Interests of Buyer except in connection with the PIPE Investment, the exercise of currently issued Buyer Warrants (which may not be amended without Seller’s consent), 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 fromConvertible Bonds, 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 purchase currently outstanding Equity Securities from current stockholders of Buyer other than in accordance with the first sentence of this Section 8.10Buyer Share Redemption.

Exclusivity. Except with respect to (a) In consideration of the expenditure of funds by the Buyer towards the due diligence respecting the transaction contemplated hereby, except as provided herein, from and after the date of acceptance of this Agreement (and any amendments thereto) (the “Acceptance Date”), and until the earlier of either the Closing Date or January 15, 2008, neither the Seller, any Subsidiary, or their representatives, employees and agents, shall, directly or indirectly: (i) Solicit or encourage submission of inquiries, proposals, or offers from any other party relative to the purchase of the capital stock of Sento EU, a tender or exchange offer, a merger, a consolidation, a business combination, or the purchase, lease, or other use of all or any material part of the assets of Sento EU (an “Acquisition Proposal”); (ii) Enter into any transaction or negotiate with any party other than the Buyer relative to an Acquisition Proposal; (iii) Provide further information to any party other than the Buyer relating to any possible Acquisition Proposal; (iv) Disclose to any third party, other than the Buyer’s attorney or other professional advisors on a confidential basis, the Seller’s willingness to consider an Acquisition Proposal, or the Seller’s non-public financial or operating information relative to the Acquisition Proposal; or (v) Discuss the existence or substance of this Agreement with any third party. If at any time during the period described above, the Seller or any Subsidiary receives an Acquisition Proposal, he or it will immediately notify the Buyer of said offer or proposal, the identity of the party making the offer or proposal, and the specific terms of such offer or proposal. (i) Nothing contained in this Agreement shall prevent the Seller or its board of directors from, to the extent the Seller’s board of directors, after consultation with outside legal counsel acceptable to the Buyer, determines that the failure to do so would be inconsistent with its fiduciary obligations, prior to the date the Seller’s shareholders approve the transactions contemplated by this Agreement, providing information to or engaging in any negotiations or substantive discussions with any person who has made an unsolicited bona fide written unconditional Acquisition Proposal which involves payment of a price which is at least 10% higher than the Purchase Price for the Purchased Assets by such person that the Seller’s board of directors determines in good faith, taking into account the likelihood of financing, shareholder approval and other requirements for consummation, after consultation with a reputable financial advisor, is superior to the transactions contemplated by this Agreement (a “Superior Proposal”). Notwithstanding anything in this Agreement to the contrary, the Seller’s board of directors or any committee thereof may at any time prior to the date the Seller’s shareholders vote to approve the transactions contemplated by this Agreement upon one business day prior written notice to the Buyer, (i) withdraw (or amend or modify in a manner adverse to the Buyer), or publicly propose to withdraw (or amend or modify in a manner adverse to the Buyer), the approval, recommendation or declaration of advisability by the Seller’s board of directors or any such committee thereof of this Agreement or the transactions contemplated hereby or (ii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal as stated above, if in the good faith opinion of such board of directors after receiving a written confirmation from an outside legal counsel as stated above, the failure to do so would be inconsistent with its fiduciary obligations. (ii) It is agreed and acknowledged that in the event that the Seller chooses not to complete the transactions contemplated under this Agreement pursuant to Section 4.7(b)(i) above, the Seller shall pay to the Buyer an amount equivalent to 10% of the Purchase Price as break fee. This Section 4.7 (b)(ii) shall expire if no Superior Proposal is received in terms of Section 4.7 (b)(i) either prior to Closing or prior to termination of this Agreement pursuant to Section 7.1, whichever is earlier. (c) In consideration for being furnished with the due diligence and evaluation material, the Buyer and its affiliates agree that for a period of three (3) months from the Acceptance Date, unless the Seller’s board of directors shall otherwise specifically request in writing in advance and except as contemplated hereby, neither the Company, the Stockholders and Buyer nor any of their its affiliates shall notwill (and will not at any time during such period assist or form a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, and each as amended, or act in concert or participate with or encourage other persons to), directly or indirectly: (i) Acquire or offer to acquire, seek, propose or agree to acquire, by means of them shall cause its respective employeesa purchase, agents and representatives (tender or exchange offer, business combination or in any other manner, beneficial ownership of any securities or assets of the Seller or an affiliate thereof, including, without limitation, any investment bankingrights or options to acquire such ownership; (ii) Seek or propose to influence, legal advise, change or accounting firm retained by it control the management, board of directors, governing instruments or them and any individual member policies or employee affairs 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 affiliate thereof, by means of them) a solicitation of proxies or consents with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, any securities of the Seller or any purchase of all or any portion of the assets or any equity securities ofaffiliate thereof, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage participating in any negotiations concerningelection contest, or provide any confidential information or data to, or have any substantive discussions with, contacting any person relating to an Acquisition Proposalany of the matters set forth in this Agreement or seeking to influence, advise or direct the vote of any holder of voting securities of the Company; (ciii) otherwise cooperate in Offer, seek or propose any effort merger, consolidation, business combination, recapitalization, restructuring or attempt other extraordinary transaction with respect 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 Seller or any Stockholder, affiliate thereof or any of their respective Agentsbusinesses; (iv) Make a request to amend or waive this provision or any other provision of this paragraph; (v) Make any public disclosure with respect to any of the matters set forth in this Agreement except as required by law or stock exchange rule; or (vi) Enter into any discussions, have provided any person negotiations, arrangement or entity (other than UniCapital) understandings with any confidential information or data relating third party with respect to an Acquisition Proposal, then they shall request any of 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 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 ▇▇▇▇▇, the Company shall inform ▇▇▇▇▇ 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 with respect to From the date of this Agreement and until the transactions contemplated herebyearlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company, the Stockholders and any of their affiliates Parent shall not, and each of them shall cause its respective employeescontrolled Affiliates (including the Sellers) and other Representatives not to, directly or indirectly, (i) pursue, solicit, initiate, participate in, facilitate, encourage or otherwise enter into any discussions, negotiations, agreements or other arrangements regarding or which would reasonably be expected to lead to, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any part of the Equity Interests or a material portion of the assets of the Transferred Entities with any other Person other than Purchaser or its Affiliates (an “Acquisition Proposal”), in each case, other than the Transactions, or (ii) provide any nonpublic information to any Person, other than Purchaser and its Affiliates, Representatives, agents and representatives (includinglenders, without limitationother than information which is provided in the Ordinary Course of Business to third parties where Parent, the Sellers, the Transferred Entities and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any investment bankingAcquisition Proposal. Parent shall, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not shall cause its controlled Affiliates and other Representatives to, (a) initiateimmediately cease and cause to be terminated any and all contacts, solicit or seek, directly or indirectly, discussions and negotiations with any inquiries or Person other than Purchaser and its Affiliates and Representatives regarding any Acquisition Proposal conducted prior to the making or implementation date 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 this Agreement; and (b) engage in to the extent not prohibited by Law or Contract, promptly notify Purchaser 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 contact with any Person with respect thereto which has been made as of or prior to the date of this Agreement or is subsequently made, and the specific terms and conditions discussed or proposed. Without the prior written consent of Purchaser, Parent shall not, and shall cause the Sellers and Transferred Entities not to, release any Person from, or waive any provision of, any standstill agreement or understanding with confidentiality agreement to which Parent, any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company Seller or any StockholderTransferred Entity is a party. For the avoidance of doubt, nothing in this Section 6.19 is intended to restrict or limit Parent or any of their respective Agents, have provided any person or entity its Affiliates (other than UniCapitalthe Transferred Entities) with from entering into, engaging in or consummating any confidential information transaction not involving the Transferred Entities 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 8.10Business.

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 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 date hereof until the Closing or termination of this Agreement pursuant to Article IX (Termination), solicit Seller will not, nor will it authorize or seekpermit any of its Subsidiaries, or its or their respective Representatives to, directly or indirectly, any inquiries (i) solicit, initiate, seek, entertain, intentionally encourage, intentionally facilitate, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of the Purchased Assets or Seller Licensed Intellectual Property (includingwhether by way of merger, without limitationpurchase of capital stock, purchase of assets or otherwise) (an “Acquisition Proposal”); (ii) hold or participate in any negotiations or discussions or enter into any agreements with any Person concerning, or that would reasonably be expected to lead to, an Acquisition Proposal; or (iii) deliver or make available to any Person any non-public information with respect to, or 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. Seller shall (x) immediately cease, and shall cause its shareholders Subsidiaries to immediately cease, and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal and (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. If any Representative of Seller or its Subsidiaries takes any action that Seller is obligated pursuant to this Section to cause such Representative not to take, then Seller shall be deemed for all purposes of this Agreement to have breached this Section. (b) Seller shall promptly notify Purchaser in writing after receipt by Seller or any of themits Subsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives), of (i) with respect to a mergerany Acquisition Proposal, acquisition(ii) any inquiry, consolidationexpression of interest, 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")that constitutes, or (b) engage in any negotiations concerning, or provide any confidential information or data would reasonably be expected to lead to, an Acquisition Proposal or have (iii) any substantive discussions withrequest for non-public information directly and primarily related to the Purchased Assets or for access to any of the properties, books or records of the Seller Parties by any person relating Person other than Purchaser not in the ordinary course of business consistent with past practice or that the Seller Parties reasonably believe would be expected to lead to an Acquisition Proposal, . Such notice shall describe (c1) otherwise cooperate in any effort or attempt to make, implement or accept an the terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal or offer, and (d2) enter into the identity of the Person or consummate Group making any agreement or understanding with any person or entity relating to an such Acquisition Proposal, except for inquiry, expression of interest, proposal or offer. Seller shall keep Purchaser promptly and fully informed of the Merger contemplated hereby. If the Company status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any Stockholdercorrespondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any meeting of their respective Agents, have provided Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss 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 No member of the Seller Group shall (and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them Seller shall cause its respective employeesAffiliates, 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, any inquiries (a) submit, solicit, initiate or the making or implementation of encourage any proposal or offer from any Person (including, without limitation, other than the Purchaser and its Affiliates in connection with the Contemplated Transactions) or enter into any proposal agreement or accept any offer relating to its shareholders or consummate any of them(i) with respect to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution or recapitalization of the Business or the Acquired Companies, (ii) merger or consolidation involving the Business or the Acquired Companies, (iii) purchase or sale of any Assets, capital stock, membership interests or other equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, membership interests or other equity interests) of the Business or the Acquired Companies, other than (with respect to Assets) any purchases or sales in the Ordinary Course of Business, or (iv) similar transaction involving, or any purchase of all business combination involving the Business 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"), Acquired Companies or (b) engage furnish any information with respect to, assist or participate in or facilitate 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 other manner any effort or attempt by any Person (other than Purchaser and its Affiliates) to make, implement do or accept an Acquisition Proposal, or (d) enter into or consummate seek to do any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for of the Merger contemplated herebyforegoing. If any of the Company foregoing provisions of this Section 5.12 are breached and the Contemplated Transactions are not consummated as a result of such breach, Seller shall promptly reimburse the Purchaser for all out of pocket fees and expenses incurred before or after the date of this Agreement by Purchaser and its Affiliates related to the Contemplated Transactions, including fees and expenses of Representatives retained by the Purchaser and its Affiliates in connection with the Contemplated Transactions. With respect to the Persons with whom discussions or negotiations have been terminated with respect to the Contemplated Transactions, Seller shall promptly request the return or destruction of, in accordance with the terms of an applicable confidentiality agreement, any Stockholder, confidential information previously furnished to any such Person by any Seller Party 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 8.10Representatives.

Exclusivity. Except (i) During the Pre-Closing Period, neither Equityholder nor any Alta Company shall enter into negotiations or any agreement regarding the terms of any sale of all or substantially all, of the Equity Interests or assets of any Alta Company (except for dispositions of inventory and assets in the Ordinary Course of Business), whether such transaction takes the form of a sale of Company Capital Stock, merger, reorganization, recapitalization, sale of assets or otherwise (“Alternative Acquisition”), with any Person other than Parent, its Affiliates and their representatives. (ii) Equityholder, each Alta Company and its and their Affiliates and their respective directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants, or other representatives shall immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Alternative Acquisition, or any inquiry or proposal that may reasonably be expected to result in an Alternative Acquisition, request the prompt return or destruction of all confidential information previously furnished with respect to an Alternative Acquisition (except to the extent required by Law or internal compliance policies or procedures) and immediately terminate all physical and Data Room access previously granted to any Person with respect to an Alternative Acquisition. (iii) Equityholder and the Company shall notify Parent promptly (and in any event within one (1) Business Day) orally and in writing after they obtain Knowledge of the receipt by the Company (or any of its directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants or other representatives) of any proposal for an Alternative Acquisition or any request that is received after the date of this Agreement and from any Person for non-public information relating to the transactions contemplated herebyAlta Companies or for access to the business, properties, assets, books or records of the Alta Companies in each case, related to an Alternative Acquisition or, to the Knowledge of the Company, that is to be used for the Stockholders purposes of making a proposal for an Alternative Acquisition. In such notice, Equityholder and the Company shall identify the third party making, and details of the material terms and conditions of, any such proposal for an Alternative Acquisition or request. Equityholder and the Company shall notify Parent promptly (and in any event within one (1) Business Day) of their affiliates any material amendments or proposed amendments as to price and other material terms thereof. Furthermore, Equityholder and the Company shall notpromptly (and in any event within one (1) Business Day) after receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material transaction agreements accompanying such proposal for an Alternative Acquisition or request (including any written, or electronic material to the extent such material contains any financial terms, conditions or other material terms relating to any proposal for an Alternative Acquisition, including the financing thereof). (iv) Equityholder and the Company acknowledges and agrees that it is aware, and that the Company and each of them shall cause its respective employees, agents Affiliates and representatives is aware (includingor upon receipt of any material nonpublic information of Parent, without limitationwill be advised), any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (eachrestrictions imposed by the United States federal securities Laws and other applicable foreign and domestic Laws on Persons possessing material nonpublic information about a public company. Equityholder and the Company hereby agree, an "Agent") not tofor itself and on behalf of each of its Affiliates and representatives, (a) initiatethat while any of them are in possession of such material nonpublic information, solicit or seeknone of such Persons shall, directly or indirectly, any inquiries acquire, offer or the making propose to acquire, agree to acquire, sell or implementation of any proposal transfer or offer (includingor propose to sell or transfer any securities of Parent, without limitationcommunicate such information to any other Person, take any proposal or offer to its shareholders or any of them) other action with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingParent, or cause or encourage any purchase of all or Person to do 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 8.10foregoing.

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 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 seekwithout Purchaser’s prior written consent, neither the Company nor any Company Subsidiary shall, unless required under applicable Law, 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 the Purchased Shares or any other transaction contemplated by this Agreement or the other 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 during the Pre-Closing Period, unless the 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) During the Pre-Closing Period, and as permitted by applicable Law, 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 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 such Acquisition Proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvinginquiry, 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 (a) The Vendors acknowledge and agree that, commencing on the date of this Agreement and until the transactions contemplated herebyearlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article 8 (the “Exclusivity Period”), the CompanyPurchaser shall have the sole and exclusive right to purchase the Purchased Shares and to carry out the Transactions contemplated hereunder. (b) During the Exclusivity Period, the Stockholders Vendors and their Affiliates shall not (in the case of the JV Entities, to the extent within the control of the Vendors and their Affiliates), and shall not authorize or permit any of their affiliates shall not, and each the Representatives 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 seekGroup Companies, directly or indirectly, any inquiries to: (i) solicit, initiate, encourage or induce the making or implementation submission of any inquiry, proposal or offer (including, without limitation, an “Acquisition Proposal”) from any proposal Person relating to the direct or offer to its shareholders indirect acquisition of any or all of the Purchased Shares or any material assets of them) with respect to a any of the Group Companies or any merger, acquisitionarrangement, share exchange, recapitalization, consolidation, recapitalization, liquidation, dissolution amalgamation or other business combination or business arrangement or similar transaction involving, or by any purchase of all or any portion of the assets Group Companies with any other Person; (ii) participate in any discussions or negotiations regarding any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), ; (iii) furnish any information to any Person in connection with or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating response to an Acquisition Proposal; or (iv) enter into or execute any confidentiality agreement, letter of intent, expression of interest, term sheet or other binding or non-binding Contract contemplating or otherwise relating to any Acquisition Proposal, provided that the restrictions set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.15. (c) otherwise cooperate in If the Vendors, any effort of their Affiliates or attempt to make, implement any of the Group Companies receive any oral or accept an written Acquisition Proposal, or any indication of interest or request for information relating to any potential Acquisition Proposal at any time during the Exclusivity Period, the Vendors shall promptly (and in any event within one (1) Business Day of receipt) advise the Purchaser of the receipt of such Acquisition Proposal, including, subject to existing confidentiality obligations as of the date hereof, the identity of the Person or group of Persons involved. The Vendors shall promptly (and in any event within one (1) Business Day of receipt), subject to existing confidentiality obligations as of the date hereof, furnish the Purchaser with a copy of any written Acquisition Proposal, indication of interest, request for information or other information that it receives relating to a potential transaction and shall keep the Purchaser fully informed on a current basis of any modifications to such Acquisition Proposal or information. (d) enter into or consummate any agreement or understanding The Vendors hereby represent and warrant that they, their Affiliates and the Group Companies (in the case of the JV Entities, to the extent within the control of the Vendors and their Affiliates) have suspended all discussions and negotiations, if any, 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 Purchaser) with regarding 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) initiatePrior to the Initial Closing, solicit or seekwithout the Investor’s prior written consent, neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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 any of the Transactions 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 Initial 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 of its Subsidiaries and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any of its Subsidiaries, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Second Closing, unless the Investor 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 Initial Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Investor 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, the consideration 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 Investor 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 Investor 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 During the Pre-Closing Period, neither Seller nor the Company shall (and Seller and the transactions contemplated herebyCompany shall cause their respective officers, the Companydirectors, the Stockholders and any of their affiliates shall notmanagers, 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 encourage (including by way of furnishing any inquiries information relating to Seller), induce or 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 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or 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 to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Seller and the Company agree to notify Buyer promptly if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Buyer 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 any equity securities ofmaterial terms and conditions thereof, including the identity of such Person. Seller and the Company shall immediately cease and cause to be terminated any existing discussions with any Person (other than Buyer) 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 Seller and the Company shall use their respective reasonable efforts to obtain the return or destruction of, in accordance with the terms of any Stockholderapplicable confidentiality agreement, any confidential information previously furnished to any such Person by Seller, the Company or any of their respective Agentsofficers, have provided directors, managers, employees, attorneys, accountants, consultants, financial advisors or other agents. Seller shall not, and shall cause its Subsidiaries not to, release any person Person from, or entity (other than UniCapital) waive any provision of, any confidentiality or standstill agreement 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, any confidential information or data is requested from, to which Seller or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withof its Subsidiaries is a party, it or any individual or entity referred to in without the first sentence prior written consent of this Section 8.10Buyer.

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 date hereof until the Closing or termination of this Agreement pursuant to Article IX (Termination), solicit Seller will not, nor will it authorize or seekpermit any of its Subsidiaries, or its or their respective Representatives to, directly or indirectly, any inquiries (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of the Business or, of all or a material portion of the Purchased Assets or Seller Licensed Intellectual Property (includingwhether by way of merger, without limitationpurchase of capital stock, purchase of assets or otherwise) (an “Acquisition Proposal”); (ii) hold or participate in any negotiations or discussions or enter into any agreements with any Person concerning, or that would reasonably be expected to lead to, an Acquisition Proposal; or (iii) deliver or make available to any Person any non-public information with respect to, or 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. Seller shall immediately (x) cease, and shall cause its shareholders Subsidiaries to immediately cease, and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal and (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. If any Representative of Seller or its Subsidiaries takes any action that Seller is obligated pursuant to this Section to cause such Representative not to take, then Seller shall be deemed for all purposes of this Agreement to have breached this Section. (b) Seller shall promptly notify Purchaser in writing after receipt by Seller or any of themits Subsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives), of (i) with respect to a mergerany Acquisition Proposal, acquisition(ii) any inquiry, consolidationexpression of interest, 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")that constitutes, or (b) engage in any negotiations concerning, or provide any confidential information or data would reasonably be expected to lead to, an Acquisition Proposal or have (iii) any substantive discussions withrequest for non-public information primarily related to the Business or the Purchased Assets or for access to any of the properties, books or records of Seller by any person relating Person other than Purchaser not in the ordinary course of business consistent with past practice or that Seller reasonably believes would be expected to lead to an Acquisition Proposal, . Such notice shall describe (c1) otherwise cooperate in any effort or attempt to make, implement or accept an the terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal or offer, and (d2) enter into the identity of the Person or consummate Group making any agreement or understanding with any person or entity relating to an such Acquisition Proposal, except for inquiry, expression of interest, proposal or offer. Seller shall keep Purchaser promptly and fully informed of the Merger contemplated hereby. If the Company status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any Stockholdercorrespondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any meeting of their respective Agents, have provided Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss 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 From the date hereof until the sooner of the Effective Time and the date of termination of this Agreement in accordance with its terms and subject to the transactions contemplated hereby, exercise of the Company’s board of directors’ fiduciary duties and applicable Law, neither 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 Stockholder Representative nor the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekCompany will, directly or indirectly, through any inquiries officer, director, employee, agent (including financial advisors), partner or otherwise, continue, solicit, entertain, initiate, facilitate or participate in or encourage discussions or negotiations with, or the making submission of bids, offers or implementation proposals by, any Person with respect to, whether directly or indirectly, an acquisition 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 involvingAcquired Company, or any purchase acquisition of all any capital stock or any portion other equity or other interest 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 Acquired Company or any Stockholdermaterial assets of any Acquired Company, by any means whatsoever, or enter into any agreement, arrangement or understanding regarding 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 and the Stockholders Stockholder Representative will immediately cease and terminate any discussions or negotiations with any third party that are ongoing with respect to any transaction of the type or similar to those described in the immediately preceding sentence. In addition, from the date hereof until the Effective Time, except as required by applicable Law and the exercise of the Company’s board of directors’ fiduciary duties, neither the Stockholder Representative nor any Acquired Company will, directly or indirectly, through any Representative or otherwise, disclose any information not customarily disclosed to any Person (other than Parent, Merger Subsidiary and their Representatives) in the Company’s Ordinary Course of Business or afford to any such other Person access to the Acquired Companies’ properties, books or records without the prior written consent of Parent. Furthermore, if the Company or any of its officers, directors, employees, agents (including financial advisors) or partners receives any written communication regarding the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an acquisition of any Acquired Company, or any acquisition of any capital stock or other equity or other interest of or in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, between the date hereof and the Closing Date, then the Company shall immediately notify UniCapital immediately Parent of the receipt of such bid, offer or proposal. The Company shall give Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any inquiriessuch bid, offer or proposal by the Company or any of its or any of its officers, directors, employees, agents (including financial advisors) or partners (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers related offers, including proposed agreements) and (y) of the Company’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and shall receive from such Person an executed confidentiality agreement containing terms no less favorable to an Acquisition Proposal are received bythe Company than the terms of the confidentiality agreement entered into between the Company and Parent dated as of July 27, 2017 prior to furnishing nonpublic information regarding the Company to, or enter into a confidentiality agreement or discussions or negotiations with, any confidential information Person in response to a bona fide, unsolicited written bid, offer 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 submitted by such Person.

Exclusivity. Except with respect to 9.1 From the date of this Agreement and ending on the transactions contemplated herebyearlier of the Acquisition Closing and the valid termination of the Business Combination Agreement, the Company, the Stockholders and any of their affiliates shall notno Written Consent Party shall, and each of them Written Consent Party shall cause their Representatives acting on 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") behalf 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 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 (x) sale of any proposal material assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of any equity securities of the Company and the Company Subsidiaries, taken as a whole, or offer (including, without limitation, any proposal or offer to its shareholders or any of themz) with respect to a merger, acquisitionjoint venture, consolidation, recapitalization, liquidation, dissolution or similar transaction involvinginvolving the Company and its Subsidiaries, taken as a whole (each, an “Alternative Transaction”), (2) amend or grant any purchase waiver or release under any standstill or similar agreement to which such Written Consent Party is a party with respect to any class 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 of the Company or any Stockholderof the Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (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 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, permit 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 controlled affiliates or Representatives to take any such action. Each Written Consent Party shall, and shall cause its controlled affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each Written Consent Party also agrees that it will promptly request that each Representative of any special purpose acquisition corporation or similar person that has prior to the date hereof executed a confidentiality agreement to which such Written Consent Party is a party in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it pursuant to such agreement prior to the date hereof. 9.2 From the date of this Agreement and ending on the earlier of the Acquisition Closing and the valid termination of the Business Combination Agreement, each Written Consent Party shall notify the Company and SPAC promptly after receipt by such Written Consent Party or any of their respective Agentssecurityholders or Representatives of any inquiry or proposal with respect to an Alternative Transaction, have provided any person inquiry that would reasonably be expected to lead to an Alternative Transaction or entity (other than UniCapital) with any confidential request for information or data relating to the Company or any of the Company Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of the Company Subsidiaries by any third party, in each case that is related to or that would reasonably be expected to lead to an Alternative Transaction. In such notice, such Written Consent Party shall identify the third party making any such inquiry, proposal, indication or request with respect to an Alternative Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Each Written Consent Party shall keep the Company and SPAC 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 of their Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Acquisition ProposalClosing, then they such Written Consent Party shall request the immediate return thereof. The Company and the Stockholders shall promptly notify UniCapital immediately if any inquiries, proposals or offers related such person in writing that such Written Consent Party is subject to an Acquisition Proposal are received byexclusivity 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 confidential information violation of the restrictions set forth in this Section 9 by a Written Consent Party or data is requested from, its Affiliates or any negotiations or discussions related to an Acquisition Proposal are sought 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.

Exclusivity. Except with respect to this Agreement and Neither the transactions contemplated hereby, Seller nor any Subsidiary of the Company, the Stockholders and Seller nor any of their affiliates shall notrespective officers, directors or employees shall, and each of them the Seller shall direct and cause its respective employeesand such Subsidiaries' officers, agents directors 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") employees not to, directly or indirectly, (a) initiate, solicit solicit, encourage or seek, directly or indirectly, otherwise take any action to facilitate 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"), Proposal or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, or afford access to any person of the properties, assets or books and records of the Seller or any of its Subsidiaries to, or enter into any agreement, commitment or arrangement with, any Person relating to an Acquisition Proposal; provided, however, that, so long as the Seller has not breached in any material respect any of its obligations under this Agreement, nothing contained in this Agreement shall prevent the Seller, its directors, officers, or representatives, prior to the shareholder approval of the Amendments, from (i) providing information in response to a request therefor by a third party who has made an unsolicited written bona fide Acquisition Proposal to acquire all or more than fifty percent (50%) of the issued and outstanding Seller common stock or newly issued shares of Seller's common stock that would constitute more than fifty percent (50%) of the then outstanding shares after consummation of such transaction, or all or substantially all of the Seller's assets, if the Board of Directors of the Seller receives from the third party so requesting such information an executed confidentiality agreement and contemporaneously provides such information to Buyer; (ii) engaging in any negotiations or discussions with any third party who has made an Acquisition Proposal described in clause (i) above; or (iii) withdrawing or modifying in a manner adverse to Buyer its recommendation in favor of the Amendments or recommending to the stockholders of the Seller an Acquisition Proposal described in clause (i) above if, in each such case referred to in clause (i) or clause (ii) above, the Board of Directors of the Seller determines in good faith (after consultation with outside legal counsel of national reputation) that taking such action is required in order to comply with the fiduciary duties of the members of the Board of Directors of the Seller under applicable law, and in each such case referred to in clause (iii) above, (cA) otherwise cooperate the Board of Directors of the Seller determines in good faith (after consultation with outside legal counsel of national reputation) that taking such action is required in order to comply with the fiduciary duties of the members of the Board of Directors of the Seller under applicable Law and (B) the Board of Directors of the Seller determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal referred to in clause (iii) above constitutes a Superior Proposal (as defined below). The Seller shall immediately cease and cause to be terminated any effort existing activities, discussions 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 negotiations by the Merger contemplated hereby. If the Company Seller or any StockholderSubsidiary of the Seller, or any of their respective Agentsofficers, have provided any person directors or entity (other than UniCapital) Employees with any confidential information or data relating parties conducted heretofore with respect to an any Acquisition Proposal, then they shall request the immediate return thereof. The Company and Seller shall (x) as promptly as reasonably practicable (but in no event later than the Stockholders shall day after receipt) notify UniCapital immediately Buyer if any such inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential such information or data is requested from, or any such discussions or negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, any such third party and (y) identify the terms and conditions of any Acquisition Proposal (including any subsequent changes, modifications and amendments thereto) and the identity of the third party making such Acquisition Proposal. Nothing contained in this Agreement shall prohibit the Seller or the Board of Directors of the Seller from taking and disclosing to the Seller's stockholders a position with respect to a tender offer or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to any Acquisition Proposal. During the period from the date of this Agreement through the exercise of the Warrant, the Seller shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any individual or entity referred to in the first sentence of this Section 8.10its Subsidiaries is a party.

Exclusivity. (a) Except as otherwise provided in Section 2.06 of this Agreement, during the term hereof (i) AUI shall be the exclusive third-party provider to the Company of the services described herein during the term of this Agreement, and (ii) except as agreed to in writing by AUI or as otherwise provided in this Agreement, no third-party other than AUI (and other than ACSI, AIGI, and, as provided herein, any Underwriting Third Party and/or any Claim Third Party) shall provide to the Company services in the nature of those specified in this Agreement to be provided by, or exercise on behalf of the Company the authorities conferred on, AUI pursuant to this Agreement. (b) If, without AUI’s prior approval, the Company binds any insurance or reinsurance or enters into any agreement that delegates underwriting or claims authority to a third party or changes or cancels any Covered Business, Third Party Agreement or Outward Reinsurance, or takes any other action with respect to this such Covered Business, Third Party Agreement or Outward Reinsurance that is contrary to any recommendation of AUI made in accordance with the Underwriting Guidelines and the transactions contemplated herebyBusiness Framework, except as otherwise provided by Section 2.06 or 7.05, then the Companybusiness resulting from such action shall be Excepted Business and, 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 at AUI’s option exercised within 5 Business Days 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 later of the assets date such business action is taken and the date on which AUI discovers or any equity securities ofis notified of such action, such business shall be excluded from 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, determination of the Profit Commission. (c) otherwise cooperate AUI shall be permitted to provide to its Affiliates and third parties other than the Company services similar to those described in this Agreement; provided, however, that any effort or attempt such provision of services to makethird parties does not interfere with AUI satisfying its obligations hereunder, implement or accept an Acquisition Proposal, or including pursuant to the Exhibits hereto. (d) enter into If AUI lacks any license or consummate any agreement or understanding with any person or entity relating authorization necessary to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or perform any of their respective Agents, have provided the Services in any person state 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 withjurisdiction, it shall have no obligation under this Agreement to perform any such Services in such state or any individual jurisdiction until it has obtained such license or entity referred to in the first sentence of this Section 8.10authorization.