Common use of Exclusivity Clause in Contracts

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From Other than transfers and after assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and ending on (ii) the earlier termination of the Closing Date or the date this Agreement is terminated in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 9.1 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the “Exclusivity Period”), Seller Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 rights under Section 238 of the transactions contemplated by this Agreement Companies Act (an “Acquisition Proposal”as defined under the Support Agreement). 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on Prior to the earlier of the Contribution Closing Date or the date termination of this Agreement is terminated pursuant Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to Section 9.1 effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the “Exclusivity Period”equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), Seller (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 case of Seller’s Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and its Subsidiaries’ business(iv) 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 not enter into any Contracts or make any commitments to do or in connection agreement, xxxxxxxxxx xx arrangement that is inconsistent 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after Seller hereby agrees that from the date hereof until the termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Closing, neither Seller (including, without limitation, for this purpose its nor any Subsidiary of Seller nor any of their respective officers, directors, representativestrustees, affiliatesshareholders, employees employees, agents, Affiliates and agentsother representatives (collectively, the “Representatives”) will notwill, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, solicit(a) invest in, induceor acquire, facilitateSeller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), respond whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any of the foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or termination of this Agreement, Seller agrees to advise such party notify Buyer immediately if any offer, indication of Seller’s obligations hereunderinterest or proposal (formal or informal, oral, written or otherwise), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any 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 inquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Periodthem or their Representatives, 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, including the identity of the Person making, proposing person and the terms of, such Acquisition Proposal thereof; provided that this provision shall not in any way be deemed to limit the obligations of or request), subject to any confidentiality obligations existing as their respective Representatives set forth in the first sentence of the date hereofthis paragraph.

Exclusivity. From During the Interim Period, Parent shall not, shall cause its Subsidiaries not to and after shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Business Combination other than the Transactions (a “Business Combination Proposal”), (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Business Combination Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. Parent also agrees that, immediately following the execution of this Agreement, it and the Sponsor shall, and shall cause each of their respective Subsidiaries and its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, a Business Combination Proposal. Parent also agrees that within five (5) Business Days of the execution of this Agreement, Parent shall request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of a Business Combination Proposal (and with whom Xxxxxx has had contact in the twelve (12) months prior to the date of this Agreement and ending regarding a Business Combination Proposal) to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the earlier date hereof in accordance with the terms of the Closing Date confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Closing, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise then such party shall promptly (and in no event later than two (2) Business Days after such party becomes aware of Sellersuch inquiry or proposal) notify such Person in writing of the terms of this Section 7.06. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.06 by any of Parent’s obligations hereunder), initiate, engage in or enter into discussions or negotiations withSubsidiaries, or encourage, any of Parent’s or provide any 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) respective Representatives acting on Parent’s or any transaction involving the Acquired Business similar one of its Subsidiaries’ behalf, shall be deemed 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 be a breach 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 7.06 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofParent.

Exclusivity. From In consideration of the time, effort and after expenses to be undertaken by Pinnacle in connection with the pursuit of the transactions contemplated hereby, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, ACDL hereby agrees that, from the date of this Agreement hereof through and ending on including the earlier of the Closing Date or the date of the termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with its terms, Seller (includingACDL shall not, without limitationand shall not authorize or permit any of its directors, for this purpose its officers, directorsemployees, representativesconsultants, affiliatesagents, employees and agents) will notAffiliates or representatives to, directly or indirectly, solicit, induce, initiate or take any action to facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into any agreement, letter of intent, term sheet, arrangement or understanding or participate in discussions or negotiations withwith respect to (i) any investment in ACDL or its Subsidiaries, or encourage, or provide (ii) any 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 financing arrangement with respect to ACDL and its Subsidiaries’ business, (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, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Acquired Business similar to ACDL or any of its Subsidiaries, in each case of the foregoing clauses (i) through (vi), other than the transactions contemplated by this Agreement, the 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 (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 vii) any of the foregoing. For matters addressed in the purpose of this Section 5.13Transaction Agreements; provided, any license of significant Intellectual Property Assets outside however, that ACDL may engage in negotiations or discussions regarding investments or financing arrangements by the ordinary course of Seller’s Harbinger Lending Parties and its Subsidiaries’ operation of their Affiliates, lenders under 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 BIDV Credit Agreement (but only with respect to lending thereunder), and any such transaction regarding prospective lenders but only with respect to (i) increases in the disposition of all or a portion term loan under the BIDV Credit Agreement and (ii) provision of the Acquired assets 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 3.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent 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 advisor of ACDL and (B) the Acquired Business, Seller shall promptly notify Purchaser material terms of such Acquisition Proposal or request proposal (including, without limitation, including the identity of the Person making, and the terms of, making such Acquisition Proposal or requestproposal), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date hereof until the earliest of this Agreement and ending on the earlier of (a) the Closing Date or the (b) such date on which this Agreement is validly terminated pursuant to Section 9.1 (in accordance with Article X, the “Exclusivity Period”), Seller (including, without limitation, for this purpose and its officers, directors, representatives, affiliates, employees Subsidiaries and agents) Affiliates will not, directly or indirectly, indirectly (i) solicit, induceinitiate or accept the submission of any proposal or offer from any Person relating to the acquisition of the Seller, facilitateits Subsidiaries or the Acquired Properties or (ii) participate in any discussions or negotiations regarding the acquisition of the Seller, respond its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties (other than to advise such party of Seller’s obligations hereunderthe Buyer or its authorized Representatives), initiate, engage in or enter into . The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with, or encourage, or provide with any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets Persons (other than sales of Acquired Products in the ordinary course of Seller’s Buyer and its Subsidiaries’ businessauthorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any bid, offer or proposal it receives with respect to the Seller, its Subsidiaries or the Acquired Properties or any other transaction involving the Acquired Business similar to any of inconsistent with 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date Effective Date until the Closing or the earlier termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with Article VIII, Seller Parties shall not (includingand shall cause the Group Companies and its and their respective managers, without limitation, for this purpose its officers, directors, representativesstockholders, affiliatesRepresentatives, employees agents, investment bankers and agents) will notAffiliates not to), directly or indirectly, discuss, pursue, solicit, induceinitiate, participate in, facilitate, respond to encourage or otherwise enter into any discussions, negotiations, agreements or other arrangements regarding or which could lead to, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any part of the Ownership Interests, the Business or the Assets of any Group Company with any other Person other than to advise such party of Seller’s obligations hereunder), initiate, engage in the Buyer or enter into discussions or negotiations with, or encourage, or provide any 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 Affiliates (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). During the Exclusivity Period, neither Seller nor such designated persons will enter into (a) immediately cease and cause to be terminated any Contracts or make any commitments to do or in connection and all Contracts, discussions and negotiations with any Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) promptly notify the Buyer if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto which has been made as of the Effective Date or is subsequently made, and (c) keep the Buyer fully informed with respect to the status of the foregoing. For Seller Parties agree not to (and to cause the purpose Group Companies not to), without the prior consent of this Section 5.13the Buyer, release any Person from, or waive any provision of, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets standstill agreement or Acquired Business shall be considered confidentiality agreement to which any Group Company is a disposition of Acquired Assets party 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofotherwise bound.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date Seller Parties (whether directly or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its indirectly through their officers, directors, agents or other representatives, affiliates, employees and agents) will not, directly or indirectly, not (a) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiateinitiate discussions, engage in or enter into encourage discussions or negotiations with, or encourage, accept or provide consider any information to, any Person concerning any sale, exclusive license proposal 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 agreement, including any commitments non-disclosure agreement, with, any party relating to do or in connection with (i) the possible acquisition of the Acquired Entities or any of their Subsidiaries (by way of merger, share purchase, asset purchase, license, lease or otherwise), (ii) the possible acquisition of any material portion of the shares of the Acquired Entities or any of their Subsidiaries (including the issuance of new shares) or assets of the Acquired Entities or any of their Subsidiaries, or (iii) any other transaction outside of the Ordinary Course of Business that could materially impair the value of the assets of any of the foregoing. For the purpose of this Section 5.13Acquired Entities or their Subsidiaries post-closing (collectively, a “Restricted Transaction”), or (b) disclose 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 either of the Acquired BusinessEntities or any of their Subsidiaries or afford access to the properties, books or records of either of the Acquired Entities or any of their Subsidiaries, to any person (other than Buyer or its representatives) in connection with a proposed Restricted Transaction. Upon receipt of any offer or proposal with respect to a Restricted Transaction or any request for nonpublic information or inquiry that Seller shall Parties reasonably believe could lead to a proposal for a Restricted Transaction, the Sellers will promptly notify Purchaser (and in any event within one (1) Business Day) provide Buyer with a copy of such Acquisition Proposal any written Restricted Transaction proposal, request or inquiry received and a written statement with respect to any non-written Restricted Transaction proposal request (includingor inquiry received, without limitation, which statement will include the identity of the Person making, parties making the proposal and the terms ofthereof, and will promptly (and in any event within one (1) Business Day) advise Buyer of any material modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the status and details of such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofRestricted Transaction proposal.

Exclusivity. From and after Until the earlier of (i) the Closing or (ii) the date of termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to the provisions of Section 9.1 (the “Exclusivity Period”10.3(a), Seller Arena shall not (includingnor shall Arena permit, without limitationas applicable, for this purpose any of its officers, directorsmanagers, representativesemployees, affiliatesmembers, employees and agents) will not, representatives or Affiliates, acting on its behalf, to), directly or indirectly, solicit, induce, facilitate, respond to (take any of the following actions with any party other than to advise such party of Seller’s obligations hereunder)UT and its representatives and designees: (a) solicit or knowingly encourage, seek, entertain, support, assist, initiate, engage continue or participate in any inquiry, negotiations or discussions, or enter into discussions or negotiations withany agreement, or encourage, or provide any 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 offer or proposal to acquire or license all or any of the 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, whether by purchase of subsidiary, purchase of assets, license or otherwise, or effect any such transaction regarding transaction, (b) disclose any information not customarily disclosed to any person concerning the disposition Product Assets, or afford to any Person access to its properties, technologies, books or records related to the Product Assets, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase or license all or any of the Product Assets, or (d) enter into any agreement with any person providing for the acquisition or license of all or a portion any of the Acquired Product Assets, whether by merger, purchase of assets, license or otherwise 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; provided, however, that the foregoing restrictions shall not prohibit such actions with respect to an offer, proposal or agreement (or disclosure, negotiations or discussions related thereto) to acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or Acquired Business other than 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 terminated any such negotiations, discussions or agreements (other than with UT and its representatives) that are restricted in the immediately foregoing sentence after giving effect to the proviso. If Seller Arena or any such designated person receives an Acquisition Proposal 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 non-public information relating disclosure or access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any Acquired Assets discussions with such offeror or the Acquired Businessparty with regard to such offers, Seller shall promptly proposals, or requests and (y) notify Purchaser of such Acquisition Proposal or request (UT thereof, including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), 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 confidentiality obligations existing as violation of the date hereofrestrictions set forth above by any officer or director of Arena (or by any agent or representative only at the direction of Arena) shall be deemed to be a breach of this Agreement by Arena.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 and the Closing Date, Sellers shall not (and Sellers shall cause the “Exclusivity Period”), Seller (including, without limitation, for this purpose its Acquired Company Entities and their respective officers, directors, representatives, affiliates, employees and agentsrepresentatives or Affiliates not to) will not, directly or indirectly, indirectly (i) solicit, induceinitiate, facilitateor knowingly encourage the submission of any inquiry, respond proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or all or substantially all of the assets (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than for sales of Acquired Products assets in the ordinary course Ordinary Course of Seller’s and its Subsidiaries’ businessBusiness) or any transaction involving of, the Acquired Business similar to Company Entities (including any of the transactions contemplated by this Agreement acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into any Contracts letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or make other similar agreement with any commitments third party relating to any Acquisition Proposal or (v) resolve to propose or agree to do or in connection with any of the foregoing. For Without limiting 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 generality of the foregoing, Sellers shall and shall cause the Acquired Assets Company Entities to, and shall cause their respective officers, directors, representatives and Affiliates to, (A) immediately cease and cause to be terminated any existing activities, including discussions or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor negotiations with any of its employeesPerson, agents, representatives, directors or affiliates is party conducted prior to or bound by any Contract the date hereof with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business Acquisition Proposal, other than as contemplated by Purchaser under this Agreement. If Seller , and (B) promptly notify Purchaser in writing of any inquiries or the making of any such designated person receives proposal that constitutes or could be expected to lead to an Acquisition Proposal made to Sellers or any request for non-public information relating Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxx, Xxx Xxxxxxxxx, or Xxxx Xxxxxxxxx and provide to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser a copy of such Acquisition Proposal inquiry or request (includingproposal, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofif in writing.

Exclusivity. From During the Contract Period, Seller shall not, and after shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall not authorize or permit any of the foregoing to, directly or indirectly, (i) solicit, initiate, seek or knowingly encourage any inquiry, proposal or offer from, any Person (other than the Purchasers and their respective Affiliates with respect to 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, consolidation, reorganization or acquisition of the Business, the Acquired Companies (or equity interests therein) or all or any 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 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 sale, lease, sale leaseback or mortgage of the Transferred Real Estate Assets (an “Offer”), (ii) furnish any information to, or participate in any negotiations or discussions with, 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 ending on shall request that any confidential information regarding the earlier of the Closing Date Business and held by any Person in connection with such discussions, negotiations or the date this Agreement is terminated pursuant other communications be promptly returned to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in destroyed. In no event shall Seller accept or enter into discussions any agreement (including any confidentiality or negotiations withnon-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, or encouragethe Integrated Resort, or provide any information tothe fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian, 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofInterests.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)hereof, Seller (includingshall not, without limitation, for this purpose and shall cause its officers, directors, representatives, affiliates, employees and agents) will notAffiliates not to, directly or indirectly, (a) initiate, solicit, induce, facilitate, respond encourage, discuss, negotiate or accept any inquiries, proposals or offers with respect to (other than to advise such party i) the acquisition, in a single transaction or a series of Seller’s obligations hereunder)related transactions, initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any 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 outstanding shares of any class or series of equity securities or debt securities of Seller, the Company or any of its Subsidiaries or any interests therein, (ii) the acquisition (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of a material portion of the assets and properties of Seller, the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or combination of Seller, the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to Seller, the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition ProposalTransaction”). During the Exclusivity Period, neither Seller nor such designated persons will or (b) enter into any Contracts contract or make any commitments agreement concerning or relating to do an Acquisition Transaction, in each case with a party other than Buyer or in connection with any an Affiliate of Buyer. In the foregoing. For the purpose of this Section 5.13event that Seller receives an inquiry, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets proposal 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 offer 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 Transaction on or any request for non-public after the date hereof and prior to the Closing, or obtains information relating that such an inquiry, proposal or offer is likely to any Acquired Assets or the Acquired Businessbe made, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (includingprovide Buyer with immediate notice thereof, without limitationwhich notice shall include the terms of, and the identity of the Person person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any and all discussions or negotiations with any third party with respect to, or that could reasonably be expected to lead to, an Acquisition Transaction. Prior to the terms ofClosing, such Acquisition Proposal Seller shall not transfer, dispose of or request), subject to any confidentiality obligations existing as put an Encumbrance on the equity securities of the date hereofCompany or any of its Subsidiaries.

Exclusivity. From and after the date of this Agreement and ending on Until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with Article VII, each Seller (includingagrees that neither such Seller, without limitationnor any of its controlled Affiliates or any of its or its controlled Affiliates’ directors, for this purpose its officers, directorsmanagers, representativesemployees, affiliatesattorneys, employees and investment bankers, accountants, agents) will not, advisors or other representatives shall, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, initiate or engage in (including by way of furnishing information) or enter into participate in any discussions or negotiations withregarding or furnish any action with respect to any negotiations, proposals, or encourageoffers of any kind with respect to the disposition of such Seller or part or all of its Spending Account Business in the case of MII Life or the Units in the case of Aware (in each case, whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction). If a Seller, or provide any information toof its Affiliates or any of its or its Affiliates’ directors, any Person concerning any officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives receives an offer to purchase or acquire (in each case, whether by asset sale, exclusive license merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or other form equity investment, consolidation or similar transaction) all or any part of disposition SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (5) Business Days of the receipt of such offer, provide written notice of such offer to Buyer along with the details thereof (including the identity of such Person and copies of any Acquired Assets (other than sales of Acquired Products in proposals and the ordinary course of Seller’s specific terms and its Subsidiaries’ business) conditions discussed or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”proposed). During the Exclusivity Periodperiod from the date of this Agreement through the Closing or the earlier termination of this Agreement, neither Seller nor such designated persons will enter into Sellers shall exercise their rights under any Contracts or make any commitments to do or in connection confidentiality agreement 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 Person (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 Buyer) relating to a proposed transaction to direct such Person to return or destroy any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser confidential information of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSellers provided thereunder.

Exclusivity. From (a) During the Interim Period, and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant in all cases subject to Section 9.1 (5.1, the “Exclusivity Period”)Company shall not, Seller (including, without limitation, for this purpose and shall cause its officers, directors, representatives, affiliates, employees Representatives and agents) will noteach Company Subsidiary not to, directly or indirectly, : (i) solicit, induceinitiate or take any action to facilitate or encourage any inquiries or the making, facilitatesubmission or announcement of, respond to (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 advise such party 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 Seller’s obligations hereunder)its assets or businesses, initiateor afford access to the assets, engage in 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, or encourage, or provide any information to, with 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 conducted heretofore with respect to any such transaction regarding the disposition of all or a portion Competing Transaction. The parties agree that any violation of the Acquired assets restrictions set forth in this Section 5.18(a) by the Company or Acquired Business other than as contemplated its Affiliates or Representatives shall be deemed to be a breach of this Section 5.18(a) 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofCompany.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date Until such time, if any, as this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Article XI, each of Parent, Seller (includingand the Company agrees that it shall not, without limitation, for this purpose its officersand shall cause the Subsidiaries and the Affiliates, directors, representativesofficers, affiliatesemployees, employees direct and agents) will notindirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly, indirectly solicit, induceinitiate or knowingly encourage any inquiries or proposals from, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in discuss or enter into discussions or negotiations negotiate with, or encourage, or provide any information to, or consider the merits of any inquiries or proposals from, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the ordinary course of Seller’s and its Subsidiaries’ business) Company, or any transaction involving Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Acquired Business similar Company or any of the Subsidiaries (including through a notification by its representatives) of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement (an “Acquisition Proposal”)or any Seller Ancillary Agreement. 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 Without limiting any of the foregoing. For terms, conditions, or rights provided for in this Agreement, Parent, Seller and the purpose Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 5.136.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any license violation of significant Intellectual Property Assets outside (A) the ordinary course restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by any Affiliate of Parent, Seller’s and its Subsidiaries’ operation , or the Company party thereto, whether or not such Person is purporting to act on behalf of Parent, Seller, the Acquired Assets Company or Acquired Business otherwise, shall be considered deemed a disposition breach 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSection 6.5.

Exclusivity. From and after the date of this Agreement and ending on until the Closing (or until the earlier termination of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”in accordance with its terms), no Seller (including, without limitation, for this purpose Party nor its officersAffiliates, directors, representativesofficers, affiliatesemployees, employees and agentsagents or representatives shall (a) will notinitiate, solicit, entertain, negotiate, accept, discuss or knowingly encourage, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in any proposal or enter into discussions or negotiations with, or encourage, or provide any 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 offer (an “Acquisition Proposal”) by any Person (other than Purchaser) regarding the direct or indirect sale, license, lease, sublease, joint venture or other disposition in whole or in part (however structured) of any Assets or, unless the Assets are effectively excluded therefrom without preventing or impairing the consummation of the transactions contemplated hereby without any additional expense or Liability to Purchaser, any equity interest in any Seller Party (each of the actions referred to a “Third Party Acquisition”). During , (b) except as otherwise required by Law or to customers and suppliers in the Exclusivity PeriodOrdinary Course of Business, neither Seller nor such designated persons will provide any non-public financial or other confidential or proprietary information regarding the Assets or the Assumed Liabilities to any Person (other than Purchaser), (c) take any other action with the purpose of facilitating any inquiries or the making of any proposal that constitutes, or could reasonably be expected to result in, a Third Party Acquisition, (d) enter into any Contracts written or make oral agreement, arrangement or understanding requiring any commitments Seller Party to do abandon, terminate or in connection with any of fail to consummate 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 transactions contemplated by this Agreement, or (e) enter into any written or oral agreement or understanding with any Person (other than Purchaser) authorizing a Third Party Acquisition. If Seller Parties agree to promptly, and in any event within one (1) business day following receipt, notify Purchaser (if orally, followed by written notice) if any Seller Party or any such designated person Affiliate of any Seller Party or, to the Knowledge of Sellers, any of the directors, officers, employees, agents or representatives of any Seller Party receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired BusinessProposal, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, including the identity of the Person making, counterparty and all relevant terms thereof (and a copy thereof if the terms of, such Acquisition Proposal or requestsame has been received in writing), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. (a) From and after the date of this Agreement and ending on the earlier of (i) the Closing Date or and (ii) the date termination of this Agreement is terminated pursuant to in accordance with Section 9.1 (9.01, the “Exclusivity Period”)Company shall not, Seller (including, without limitation, for this purpose and shall cause the Company Subsidiaries and its officers, directors, representatives, affiliates, employees and agents) will nottheir respective Representatives not to, directly or indirectly, (A) enter into, knowingly solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in initiate or enter into continue any discussions or negotiations with, or encourageencourage (including by way of furnishing non-public information) or respond to or facilitate any inquiries, offers or proposals (written or oral) by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any Person way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any saledirect or indirect sale or purchase, exclusive license in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other form equity securities of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Acquired Business similar to Company or any of the transactions contemplated by this Agreement Company Subsidiaries (an “Acquisition ProposalAlternative Transaction”). During , other than with the Exclusivity Periodother Parties and their respective Representatives, neither Seller nor such designated persons will (B) enter into any Contracts agreement regarding, continue or make otherwise knowingly participate in any commitments discussions regarding, or furnish to do any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (C) enter into any contract or other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, I approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (E) prepare or take any steps in connection with a public offering of any Equity Interests of the Company or any of the foregoing. For the purpose of this Section 5.13, Company Subsidiaries or (F) amend or grant any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets waiver or Acquired Business shall be considered a disposition of Acquired Assets release under any standstill 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 similar agreement with respect to any such transaction regarding the disposition class of all or a portion Equity Interests of the Acquired assets Company or Acquired Business other than as contemplated by any of the Company Subsidiaries; provided that the execution, delivery and performance of this AgreementAgreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. If Seller the Company or any such designated person receives an Acquisition Proposal of its subsidiaries or any request for non-public information relating of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any Acquired Assets or time prior to the Acquired BusinessClosing, Seller then the Company shall promptly notify Purchaser (and in no event later than three (3) Business Days after the Company becomes aware of such Acquisition Proposal inquiry or request proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (including, without limitationin which case, the identity Company will use reasonable best efforts to seek a waiver of any applicable confidentiality restrictions). Without limiting the foregoing, Company agrees that any violation of the Person making, and the terms of, such Acquisition Proposal restrictions set forth in this Section 7.04(a) by it or request), subject to any confidentiality obligations existing as of the date hereofCompany Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.04(a) by the Company.

Exclusivity. From and after (a) During the date of this Agreement and ending on the earlier Interim Period, each of the Closing Date Company and the Cision Owner shall not take, nor shall it permit any of its Affiliates or the date this Agreement is terminated pursuant Representatives to Section 9.1 (the “Exclusivity Period”)take, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, whether directly or indirectly, indirectly any action to solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, initiate or engage in discussions or negotiations with, or enter into discussions or negotiations any agreement with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales Acquiror, Holdings, Merger Sub and/or any of Acquired Products 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 Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement business (each such acquisition transaction, an “Acquisition ProposalTransaction”). During ; provided, however, that Acquiror, Holdings and Merger Sub hereby acknowledge that prior to the Exclusivity Perioddate of this Agreement, neither Seller nor 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 designated persons will 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 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 Contracts further discussions or make negotiations or provide any commitments 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 do 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 connection 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 such facts and circumstances. Each of the Company and the Cision Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any of Person conducted prior to the foregoing. For the purpose of this Section 5.13date hereof with respect to, 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 which is party reasonably likely to give rise 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 result in, an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofTransaction.

Exclusivity. From Prior to the Closing Date the Company will refrain, and cause its Affiliates, officers, directors, employees, agents and other representatives (including without limitation any brokers, legal counsel, accountants, or financial advisors of the Company) to refrain, from directly or indirectly (x) making any offer or proposal to any Person or entering into any contract with any Person to (i) sell, issue or otherwise transfer any capital stock of the Company (other than pursuant to equity plans of the Company in effect on the date hereof (without giving effect to any amendment thereof after the date of this Agreement hereof)) (the "Existing Equity Plans") to officers, directors and ending on the earlier employees of the Closing Date Company and its Subsidiaries); or (ii) sell or otherwise transfer any material assets or properties of the date Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; (y) entertaining, soliciting, encouraging, accepting, negotiating or otherwise holding substantive discussions (and shall immediately cease any such actions currently underway with any Persons other than the Purchasers) regarding any offer or proposal from any Person to (i) purchase or otherwise acquire any of the capital stock of the Company; or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; or (z) providing any non-public information regarding the Company to any Person in connection with a transaction of the type described in subsections (i), (ii) and (iii) above; provided that notwithstanding anything to the contrary in this Section 6.6, the Company may consider, negotiate, approve and recommend to the Shareholders of the Company any unsolicited offers or proposals for an acquisition, by merger, amalgamation consolidation, tender offer or otherwise, of all or substantially all of the assets or outstanding Common Shares of the Company (an "Unsolicited Proposal"); provided, further, that unless this Agreement is terminated pursuant to Section 9.1 9.1, no such actions shall affect the obligations of the Company under this Agreement (including without limitation the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond obligation of the Board of Directors of the Company to (other than recommend to advise such party the shareholders of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any 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 Company the Acquired Business similar to any consummation of the transactions contemplated by this Agreement (an “Acquisition Proposal”and the other Operative Documents). During the Exclusivity PeriodFurther, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with any of Unsolicited Proposal, 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 Company or any such designated person receives an Acquisition Proposal or Affiliate thereof, may enter into a confidentiality agreement with, and provide any request for non-public information relating regarding the Company to, any Person in connection with any such Unsolicited Proposal. If any such offer or proposal is made to or received from any Acquired Assets or Person, the Acquired Business, Seller shall Company will promptly notify Purchaser advise such Person by written notice of the terms of this Section 6.6 and will promptly deliver a copy of such Acquisition Proposal or request (including, without limitation, notice to the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofPurchasers.

Exclusivity. From The Sellers shall not (and after the date of this Agreement and ending on the earlier Sellers shall not allow any of the Closing Date Eldorado Entities or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)any of their directors, Seller (including, without limitation, for this purpose its officers, directorsemployees, agents, affiliates or representatives, affiliatesincluding investment bankers, employees financial advisors, attorneys and agentsaccountants to (collectively, "Representatives")) will not, directly or indirectly, take any of the following actions: (i) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in facilitate or enter into discussions or negotiations with, or knowingly encourage, or provide any furnish 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 with respect to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During Eldorado Entities or the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or Business in connection with any of the foregoing. For the purpose of this Section 5.13with, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets inquiry, proposal or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor offer from any of its employees, agents, representatives, directors or affiliates is party to or bound by any Contract Person with respect to any such merger, consolidation or other business combination or acquisition (other than the transaction regarding contemplated in this Agreement) involving any of the disposition Eldorado Entities or the acquisition of all or a substantial portion of the Acquired assets of, or Acquired Business other than as any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated by in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. If Seller Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any such designated person receives event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Proposal or any request for non-public Transaction, including information relating as to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person makingparty or offeror making such inquiry, and the terms of, such Acquisition Proposal offer or request), subject to any confidentiality obligations existing as of the date hereofproposal.

Exclusivity. From Between the Agreement Date and after the date of this Agreement and ending 11:59 p.m., Pacific time, on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 November 22, 2011 (the “Exclusivity Exclusive Period”), Seller (includingthe Company will not, without limitation, for this purpose and will not authorize or direct or knowingly permit any of its and its subsidiaries’ officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, affiliates, employees in each case that are aware of the discussions between SAP and agentsthe Company with respect to the Transaction (“Representatives”) will notto, directly or indirectly, (i) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage seek, or knowingly encourage, facilitate or induce the making, submission or announcement of any Alternative Proposal (as defined below), (ii) disclose to any person or entity any information relating to the Company and/or any of its subsidiaries in or enter into discussions or negotiations connection with, or encourageenter into, participate in, maintain or continue any communications or negotiations regarding, any Alternative Proposal, (iii) agree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Alternative Proposal, or provide any 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’ businessiv) 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 letter of intent, contract or make other agreement relating to, or otherwise agree to or consummate or effect any commitments Alternative Proposal. For purposes of this agreement, the term “Alternative Proposal” means any expression of interest in, or agreement, offer or proposal for, any acquisition (including beneficial ownership) of 10% or more of the outstanding voting securities of the Company or all or any material portion of the Company’s assets, whether by way of a merger, consolidation, reorganization, liquidation, asset sale, stock purchase, tender offer or other business combination, or any material, non-ordinary course development, license, lease or joint venture transaction, other than any offer, proposal or indication of interest made by or on behalf of SAP. The Company will immediately cease and cause to do be terminated (and during the Exclusive Period will not resume or in connection otherwise continue) any and all existing activities, discussions and negotiations 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 persons conducted heretofore with respect to any such transaction regarding Alternative Proposal. In the disposition of all or a portion of event that the Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person Company receives an Acquisition Proposal Alternative Proposal, or any request for non-public information relating to the Company in connection with an Alternative Proposal, from any Acquired Assets or person during the Acquired BusinessExclusive Period, Seller shall promptly notify Purchaser the Company will provide SAP with notice of such Acquisition event, including any price and form of consideration specified in such Alternative Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or requestas well as any subsequent modifications thereto), subject to any confidentiality obligations existing as of not later than 24 hours after each such receipt by the date hereofCompany.

Exclusivity. From and after the date of this Agreement and ending on hereof through the earlier of the Closing Date or the date on which a party terminates this Agreement is terminated pursuant to Section 9.1 in accordance with Article 10, the Sellers shall not (and the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directorsSellers shall cause their respective Affiliates, representatives, affiliatesofficers, employees managers, employees, directors and agents) will notagents not to), directly or indirectly, (i) submit, solicit, induceinitiate, facilitate, respond to knowingly encourage or discuss any proposal or offer from any person (other than to advise such party of Seller’s obligations hereunderBuyers and their Affiliates in connection with the transactions contemplated hereby), initiate, engage in or enter into discussions any agreement or negotiations withaccept any offer relating to, or encourageconsummate any (a) reorganization, liquidation, dissolution or provide any information to, any Person concerning any sale, exclusive license or other form recapitalization 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 Transferred Subsidiaries or the Indirect Subsidiaries (except as contemplated by this Agreement the Restructuring), (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts b) merger or make any commitments to do or in connection with consolidation involving any of the foregoing. For Transferred Subsidiaries or the purpose of this Section 5.13Indirect Subsidiaries, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets (c) purchase 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 sale of all or a material portion of the Acquired assets or Acquired Business any equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such equity interests) of any of the Transferred Subsidiaries or the Indirect Subsidiaries (other than as contemplated by this Agreement. If Seller the purchase and sale of inventory and the purchase of capital equipment in the Ordinary Course), or (d) transaction or business combination similar to those described in the preceding clauses (a) through (c) involving any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets of the Transferred Subsidiaries or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal Indirect Subsidiaries or request the Business or their assets (including, without limitation, the identity each of the Person making, and the terms of, such Acquisition Proposal or requestforegoing transactions described in clauses (a) through (d), subject an “Alternative Transaction”) or (ii) furnish any information with respect to, assist or participate in or knowingly facilitate in any other manner the submission of any proposal or offer concerning, an Alternative Transaction. The Sellers agree to notify the Buyers promptly (and in any confidentiality obligations existing as event within 24 hours of the date hereofreceipt thereof) if any person makes any proposal, offer or inquiry with respect to an Alternative Transaction.

Exclusivity. From and after (a) During the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (includingthe Company will not, without limitation, for this purpose nor will it authorize or permit any of its officers, directors, representativesAffiliates or employees, affiliatesor any investment banker, employees and agents) will notattorney or other advisor or representative retained by it to, directly or indirectly, indirectly (i) solicit, induceinitiate or induce the making, facilitatesubmission or announcement of any Acquisition Proposal, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage ii) participate in or enter into any discussions or negotiations withregarding, or encouragefurnish to any person any non-public information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead 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 iii) engage in connection discussions 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 person with respect to any such transaction regarding Acquisition Proposal, except as to disclose the disposition existence of all these provisions, (iv) endorse or a portion recommend any Acquisition Proposal, or (v) enter into any letter of the Acquired assets intent or Acquired Business other than as contemplated by this Agreement. If Seller similar document or any such designated person receives an Acquisition Proposal contract, agreement or any request for non-public information commitment contemplating or otherwise relating to any Acquired Assets Acquisition Proposal. The Company and its Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the Acquired Businessforegoing, Seller it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries, which violation was known to the Company’s management and not ceased immediately thereafter, shall promptly notify Purchaser be deemed to be a breach of such Acquisition Proposal or request (including, without limitationthis Section 6.4 by the Company. Notwithstanding any provision in this Section 6.4 to the contrary, the identity of Company shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Person making, and Company shall not consummate any such funding transaction until the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofExclusivity Period has expired.

Exclusivity. From and after the date hereof until the earliest of this Agreement and ending on the earlier of (a) the Closing Date or the (b) such date on which this Agreement is validly terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with Article IX, each Seller (including, without limitation, for this purpose and its officers, directors, representatives, affiliates, employees Subsidiaries and agents) its Affiliates will not, directly or indirectly, indirectly (i) solicit, induceinitiate or accept the submission of any proposal or offer from any Person relating to the acquisition of any Seller, facilitate, respond to its respective Subsidiaries or the Assumed Platform Assets or (other than to advise such party of Seller’s obligations hereunder), initiate, engage ii) participate in or enter into any discussions or negotiations withregarding the acquisition of any Seller, its respective Subsidiaries or encourage, the Assumed Platform Assets or provide furnish any confidential or proprietary information to, with respect thereto to any Person concerning who would reasonably be expected to submit any sale, exclusive license proposal or other form of disposition offer relating to the acquisition of any Acquired Seller, its respective Subsidiaries or the Assumed Platform Assets (other than sales of Acquired Products in the ordinary course of Buyer or its authorized Representatives). Each Seller’s , its Subsidiaries and its Subsidiaries’ businessAffiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of any bid, offer or proposal it receives with respect to any Seller, its respective Subsidiaries or the Assumed Platform Assets or any other transaction involving the Acquired Business similar to any of inconsistent with 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after During the period from the date of this Agreement and ending on through the Closing or the earlier termination of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)5, Seller (includingSellers shall not, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will shall cause their respective Affiliates and representatives to not, directly or indirectly, (a) solicit, induceinitiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), facilitate(b) other than as permitted pursuant to this Section 4.5, respond furnish to any Person (other than Buyer or its designees) any information relating to advise such party the sale of Seller’s obligations hereunderthe Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, afford to any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products in Buyer or its designees) access to the ordinary course of Seller’s and its Subsidiaries’ business) , properties, assets, books, records 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 the business of the Company and Holdings, in any Acquired Assets such case with the intent to induce the making, submission or the Acquired Businessannouncement of an Acquisition Proposal, Seller 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 promptly notify Purchaser of such 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 request (includingits 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, without limitation, their Affiliates or their representatives in accordance with the identity terms of the confidentiality agreement in place with such Person makingand 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 (other 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 terms of, such Acquisition Proposal or requestordinary course of business), subject to (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any confidentiality obligations existing as of the date hereofCompany, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each case, other than the transactions contemplated by this Agreement.

Exclusivity. From and after the date of this Agreement and ending on Prior to the earlier of the Contribution Closing Date or the date ----------- termination of this Agreement is terminated pursuant Agreement, unless otherwise mutually agreed in writing by XXXX and Xxxxxxx Xxxxxx, each of the Investors (in their individual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to Section 9.1 effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the “Exclusivity Period”equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), Seller (ii) vote or consent (or cause to be voted or ------------------------------- consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 case of Seller’s Xxxxxxx Xxxxxx, the warrant to acquire 364,884 shares of CBRE Common Stock held by Xxxxxxx Xxxxxx) and its Subsidiaries’ business(iv) 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 not enter into any Contracts agreement, commitment or make any commitments to do or in connection arrangement that is inconsistent 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From (a) During the Pre-Closing Period, the Osmotica Shareholders, Osmotica and after the date New HoldCo shall not, and shall cause their respective subsidiaries not to, and shall not permit any of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will nottheir respective Representatives to, directly or indirectly, solicit(i) discuss, inducenegotiate, facilitateundertake, respond to (other than to advise such party of Seller’s obligations hereunder)authorize, initiaterecommend, engage in propose or enter into discussions 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 Osmotica Companies or New HoldCo or any capital 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 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 agreement, letter of intent, term sheet or other documentation with respect to any Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or provide attempt by any information to, any Person concerning any sale, exclusive license other person 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 entity to do or in connection with seek any of the foregoing. For The Osmotica Shareholders, 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 negotiations with any person (other than the purpose of this Section 5.13, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s Osmotica Shareholders 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 Osmotica) conducted heretofore 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 Agreementforegoing. 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 Acquired Business, Seller Osmotica shall promptly notify Purchaser inform Vertical/Trigen of such Acquisition Proposal or request (including, without limitation, the identity of any person making any inquiry, proposal, or offer with respect to an Osmotica Acquisition Transaction within one Business Day of receiving or becoming aware of any such inquiry, proposal, or offer, along with the Person makingmaterial terms, conditions, and the terms ofother aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such Acquisition Proposal person making such inquiry, proposal, or requestoffer), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From Sellers and after the date Subsidiaries shall not, nor shall they authorize or permit any of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, their directors, representativesofficers or employees to, affiliatesand Sellers and the Subsidiaries shall use their reasonable best efforts to cause any investment banker, employees and agents) will notfinancial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of it or any of its subsidiaries not to, directly or indirectly, (i) solicit, induceinitiate or encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, respond any inquiries or the making of any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any Subsidiary, in each case 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 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 In addition, Sellers and the Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for non-public information relating to or of any Acquired Assets Seller Acquisition Proposal (and in any case within 24 hours of such request or the Acquired Business, Seller shall promptly notify Purchaser receipt of such Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal or request (including, without limitation, and the identity of the Person making, person making such request or Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the terms of, status and details (including amendments or proposed amendments) of any such request or Seller Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.promptly as practicable

Exclusivity. From and after the date of this Agreement and ending on until the earlier of the Closing Date termination of this Agreement in accordance with its terms or the date this Agreement is terminated pursuant to Section 9.1 Closing, Seller shall not, and shall not permit or cause any of their respective Affiliates, officers, managers, members, directors, employees, investment bankers, consultants, advisors, other agents and Representatives (the collectively, “Exclusivity PeriodSeller Representatives”), Seller to directly or indirectly, (includinga) sell or otherwise transfer any equity interests in the Company, without limitationall or a material portion of the assets or the properties (including the Property) of the Company (other than inventory in the Ordinary Course of Business), for this purpose its officersor enter into any agreement to sell or otherwise transfer such an equity interest or all or a material portion of such assets or properties, directors(b) take any action to solicit, representativesinitiate, affiliatesentertain, employees and agents) will notnegotiate, accept or discuss, directly or indirectly, solicit, induce, facilitate, respond any proposal or offer 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 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) acquire all or any transaction involving significant part of the Acquired Business similar to Company or any of the transactions contemplated its assets, whether by this Agreement merger, sale of equity interests, joint venture, business combination, sale of assets or real estate or a sale-leaseback, reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (each, an “Acquisition Proposal”). During , (c) disclose or provide any nonpublic information relating to the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or Company (including this Agreement) in connection with an Acquisition Proposal, (d) afford access to a transaction data room, the properties, books or records of the Company to any third party that has made or is reasonably believed by Seller to be contemplating any Acquisition Proposal, or (e) otherwise cooperate with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquirors or its respective Representatives) with respect to, or which would reasonably be likely to lead to, an Acquisition Proposal. Seller shall and shall cause Seller Representatives to promptly cease and cause to be terminated all discussions and negotiations, if any, which have taken place prior to the date hereof with respect to any Acquisition Proposal. Notwithstanding anything herein to the contrary, if Seller, any of its Subsidiaries or any of their respective representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or other transaction involving Seller or any of its Subsidiaries (other than the Company) (a “Separate Proposal”), then Seller, any of its Subsidiaries (including the Company) and any of the representatives of any of the foregoing. For the purpose of this Section 5.13, as applicable, may (i) furnish any license of significant Intellectual Property Assets outside the ordinary course of Seller’s information 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 other access to any Person making such Separate Proposal and any of its employees, agents, representatives, directors (ii) engage in discussions or affiliates is party to negotiations with any Person making such Separate Proposal and any of its representatives or bound by (iii) enter into 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSeparate Proposal.

Exclusivity. From and after the date of this Agreement and ending on the earlier In consideration of the Closing Date or substantial expenditure of time and effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in connection with this letter agreement and the date this Agreement is terminated pursuant proposed Acquisition, AIPC hereby undertakes and agrees that without the prior written consent of Ralcorp, prior to Section 9.1 June 30, 2010 (the “Exclusivity PeriodTermination Date”), Seller (includingneither AIPC nor any of its direct or indirect subsidiaries, without limitationemployees, for this purpose its officers, directors, representatives, affiliates, employees and agentsaffiliates or representatives shall engage in any Business Combination (as defined below) will notother than the Acquisition contemplated hereby (any such other Business Combination is referred to as an “Alternative Transaction”) or, directly or indirectly, (A) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage assist or encourage (including by way of furnishing non-public information) 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, an Alternative Transaction, or (B) participate in or enter into any discussions or negotiations withregarding an Alternative Transaction. AIPC and its direct or indirect subsidiaries, employees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect to any Alternative Transaction and will immediately inform Xxxxxxx in the event any Alternative Transaction proposal is made. For purposes hereof, “Business Combination” means any (x) merger, consolidation, business combination, joint venture or similar transaction relating to AIPC or any of its subsidiaries (or any part thereof), or encourage(y) any sale or other disposition of the capital stock of or other equity interests (or securities convertible into, or provide exercisable or exchangeable for capital stock or other equity interests) of AIPC or any information toof its subsidiaries (or any part thereof), any Person concerning excluding the exercise of outstanding awards under AIPC’s Equity Incentive Plan or sales under AIPC’s 401(k) Plan or (z) any sale, exclusive license dividend or other form of disposition of any Acquired Assets assets of properties of AIPC or any of its subsidiaries (or any part thereof), 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 immaterial assets and other than the Acquired Business, Seller shall promptly notify Purchaser sale of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofAIPC’s Xxxxxx Xxxxx® brand.

Exclusivity. From and after the date of this Agreement hereof and ending on the earlier of the Closing Date or the date unless and until this Agreement is terminated pursuant to as provided in Section 9.1 (12, the “Exclusivity Period”)Seller shall not, Seller (includingand shall not knowingly permit any of the Seller's Affiliates, without limitation, for this purpose its officers, directors, employees, agents or representatives, affiliates, employees and agents) will not, directly or indirectly, to encourage, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage initiate or participate in or enter into discussions or negotiations with, or encourage, or provide any information to, receive any Person concerning proposals or offers from, or enter into any agreement with, any third party, in each case other than the Purchaser and/or its Affiliates, that involves the sale, exclusive license joint venture or the other form of disposition of all or any portion of the Business or Acquired Assets (other than sales of Acquired Products inventory in the ordinary course Ordinary Course of Seller’s and its Subsidiaries’ businessBusiness) or any transaction involving the Acquired Business similar to merger, consolidation, recapitalization or other business combination of any of kind which would effect, if consummated, 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 Businesshereby. Seller represents that neither it nor any of its employeesis not now and it has not been during at least the two-week period preceding the date hereof, agents, representatives, directors or affiliates is party to or bound by any Contract with respect to engaged in any such transaction regarding discussions or negotiations, other than discussions terminating prior negotiations. Notwithstanding the disposition foregoing, in the event Seller should hereafter receive an unsolicited offer for the purchase of assets including some or all or a portion of the Acquired assets or Acquired Business other than Assets, which in fulfillment of its fiduciary responsibilities as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-a public information relating to any Acquired Assets or the Acquired Businesscompany it would otherwise consider, Seller shall promptly immediately notify the Purchaser by providing Purchaser with a copy of the unsolicited offer. If Purchaser does not agree in writing to substantially match the terms of said unsolicited offer within ten (10) days of its receipt, Seller shall be free to terminate this Agreement by notice thereof given to Purchaser and to thereafter negotiate and execute said offer and related agreements without restriction provided however that upon the closing of the transaction described in such Acquisition Proposal unsolicited offer (or request (includingany transaction similar thereto) Seller shall pay to Purchaser $250,000 in consideration of, without limitationamong other things, the identity of the Person making, expenses which Purchaser has incurred and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of time and energy which Purchaser has invested in the date hereoftransaction contemplated hereby.

Exclusivity. From and after 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 any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Assets or the Business, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each of the foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and ending on 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, 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, (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 date this Agreement is terminated pursuant to Section 9.1 receipt of any proposal or offer (the “Exclusivity Period”formal or informal, oral, written or otherwise), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in any inquiry or enter into discussions or negotiations with, or encourage, or provide any information to, contact with any Person concerning with respect thereto, regarding any sale, exclusive license Acquisition Proposal 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 request for information in connection with any a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the foregoing. For the purpose terms of this Section 5.137.7. Without limiting the foregoing, it is understood that any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation violation of the Acquired Assets restrictions set forth in this Section 7.7 by any Representative, whether or Acquired Business not such Person is purporting to act on behalf of Seller or otherwise, shall be considered deemed to be a disposition breach 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.Section 7.7

Exclusivity. From and after the date of this Agreement and ending on until the earlier of (a) the Closing Date or (b) the date termination of this Agreement is terminated pursuant to Section 9.1 (Agreement, Sellers will not, and Sellers will cause each of the “Exclusivity Period”)Subject Companies and all Affiliates, Seller (including, without limitation, for this purpose its officers, directors, representativesagents, affiliatesadvisors, employees attorneys or other representative of the foregoing (collectively, “Representatives”) not to, directly or indirectly (i) solicit or initiate, or encourage the submission of, proposals or offers relating to; (ii) respond to any submissions, proposals or offers relating to; (iii) engage in any negotiations or discussions with any person relating to; or (iv) otherwise cooperate in any way with any person in connection with, any acquisition, recapitalization, liquidation, dissolution or similar transaction involving all or any portion of the Equity Interests or assets of the Subject Companies; provided, however, that Sellers may advise any person making any such submission, proposal, offer or other contact that Sellers are subject to an exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction of the type referred to in clauses (i) through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and agents) the terms and conditions of same. Sellers will not vote their Equity Interests of the Subject Companies in favor of and will vote against any such acquisition structured as a merger, consolidation, share exchange or transfer of all or substantially all of the assets of the Subject Companies. Without the prior written consent of Buyer, from the date of this Agreement until the termination of this Agreement, Sellers will not, and will cause the Subject Companies not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or descent, or otherwise transfer or dispose of in any way, whether voluntary or by operation of law, directly or indirectly, solicitany Equity Interests or other securities (debt or equity) or assets of the Subject Companies, 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 information to, any Person concerning any sale, exclusive license or other form of disposition of any sell Acquired Assets (other than sales of Acquired Products in Interests to Buyer at the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving Closing pursuant to 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 terms 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after During the date of this Agreement and ending on the earlier of the Pre-Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (includingshall not, without limitationshall cause its Affiliates not to, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notshall not authorize any other Representatives of Seller to, directly or indirectly, solicit(a) knowingly encourage, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, initiate or engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets person (other than sales of Acquired Products in the ordinary course of Seller’s Buyer and its Subsidiaries’ businessRepresentatives) concerning (i) the purchase of any of the Equity Interests, (ii) a merger, consolidation, share exchange, business combination, recapitalization, reclassification or any other similar transaction involving the Acquired Company or (iii) the purchase of any assets of the Company, other than any purchase of assets in the Ordinary Course of Business similar to or any purchase of immaterial (in the aggregate) assets (each such transaction (other than any such transaction with Buyer or any of the transactions contemplated by this Agreement its Affiliates) being referred to herein as a “Proposed Acquisition Transaction”) or (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will b) enter into any Contracts agreement, arrangement or make understanding with respect to a Proposed Acquisition Transaction. Seller shall not, shall cause its Affiliates not to, and shall direct the other Representatives of Seller not to, release any commitments to do third party from, or in connection with waive any of the foregoing. For the purpose of this Section 5.13provision of, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets confidentiality agreement to which Seller 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 Affiliates is a party to the extent such release or bound by waiver applies to information relating to the Company. Seller shall, shall cause its Affiliates to, and shall direct the other Representatives of Seller to, (i) promptly cease and cause to be terminated any Contract existing discussions or negotiations with any person (other than Buyer and its Representatives) conducted prior to the date hereof with respect to any Proposed Acquisition Transaction, (ii) terminate access to the Data Room to all such transaction regarding the disposition of all or a portion persons (other than potential acquirers of the Acquired assets government services business operated by Seller and certain of its Subsidiaries; provided that access to any documents in the Data Room to the extent exclusively relating to the Company, the Joint Venture or Acquired the Business will be terminated for such potential acquirers) and (iii) send “return or destroy” letters to all persons (other than as contemplated Buyer and its Representatives) to whom Seller disclosed confidential information prior to the date hereof with respect to any Proposed Acquisition Transaction (provided that, in the case of potential acquirers of the government services business operated by this Agreement. If Seller and certain of its Subsidiaries, such potential acquirers will only be asked to return or any such designated person receives an Acquisition Proposal or any request for non-public destroy confidential information to the extent exclusively relating to any Acquired Assets the Company, the Joint Venture or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after During the period from the date of this Agreement and ending on until the earlier of the Closing Date or and the date termination of this Agreement is terminated pursuant to Section 9.1 Article VIII hereof (the “Exclusivity Period”), Seller and the Company shall not (includingand shall cause the Company’s Subsidiaries not to) take, without limitationor authorize, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notknowingly encourage or instruct any other Person on behalf of Seller or the Company to take, directly or indirectly, solicit, induce, facilitate, respond any action to (other than to advise such party of Seller’s obligations hereunder), a) initiate, knowingly encourage or engage in or enter into discussions or negotiations with, (b) solicit, initiate or encourageknowingly encourage the making, submission or announcement of any proposal by, (c) execute or enter into any letter of intent or other Contract with, (d) provide any confidential and non-public information exclusively relating to the Business to, or provide any information to(e) approve or recommend a proposal by, in each case of clauses (a) through (e), 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 Purchaser, its Affiliates and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of its or their respective Representatives) concerning any purchase by such Person of all or substantially all of the transactions contemplated by this Agreement assets of the Company Group, whether through a stock sale, merger, license, sale of assets or other transaction (each, an “Acquisition Proposal”); provided, however, that any Exempt Transaction (as defined below) shall not be considered an “Acquisition Proposal”. During Immediately following the Exclusivity Periodexecution of this Agreement, neither Seller nor such designated persons will enter into any Contracts or make any commitments and the Company shall (and shall cause the Company’s Subsidiaries to) cease and cause to do or in connection be terminated all existing discussions, conversations, negotiations and other communications with any of the foregoing. For the purpose of this Section 5.13Person (other than Purchaser, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s its Affiliates 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 their respective Representatives) conducted heretofore with respect to any Acquisition Proposal, including by shutting down any data room access for such transaction regarding Persons and their Representatives, and promptly after the disposition of all or a portion of the Acquired assets or Acquired Business date hereof, instruct any Person (other than as contemplated by this Agreement. If Purchaser, its Affiliates and any of its or their respective Representatives) who has entered into a confidentiality agreement with Seller or any such designated person receives of its Affiliates in connection with an Acquisition Proposal that has not expired or any request for non-public been terminated in accordance with its terms to return or destroy the confidential information relating previously provided to any Acquired Assets or such Persons thereunder in accordance with the Acquired Business, terms of such confidentiality agreement. Seller and the Company shall (and shall cause the Company’s Subsidiaries to) promptly notify Purchaser in writing of such any inquiry, indication of interest, proposal, offer or request for information from any Person (other than Purchaser, its Affiliates and any of its or their respective Representatives) relating to an Acquisition Proposal or request (includingthat is received by the Company, without limitation, the identity any of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.its

Exclusivity. From (a) During the Executory Period, the Company shall not, and after the date of this Agreement and ending on the earlier Company shall cause each of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees other Company Entities and agents) will notall of their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, induceinitiate, facilitate, respond to knowingly encourage or knowingly facilitate any inquiries or the making of any proposals or offers from any Person (other than to advise such party Parent and its Representatives) concerning (A) any transfer or sale of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition Assets of any Acquired Assets of the Company Entities (other than sales the sale of Acquired Products Assets in the ordinary course Ordinary Course), (B) the issuance of Seller’s and its Subsidiaries’ businessany equity or debt interests or other securities (other than trade accounts or notes payable in the Ordinary Course or in connection with the exercise of options) or any transaction involving the Acquired Business similar to of any of the transactions contemplated by this Agreement Company Entities, or (C) any acquisition, business combination, amalgamation, change of control, merger or other similar transaction involving any of the Company Entities, whether structured as an Asset sale, equity sale, merger or otherwise (collectively, an “Acquisition Proposal”). During , (ii) have any discussion (other than to provide notice as to the Exclusivity Periodexistence of the obligations under this Section 5.4) with or provide any information to any Person relating, neither Seller nor such designated persons will directly or indirectly, to any Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director, manager or equity holder, any Acquisition Proposal, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any Contracts letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or make other similar Contract related to any commitments Acquisition Proposal, or propose, whether publicly or to any director, manager or equity holder, or agree 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 foregoing related 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofProposal.

Exclusivity. From Each of the Company and the Principal Stockholder agrees that, after the date of this Agreement and ending on hereof until the earlier of the Closing Date or and the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with its terms, Seller (includingit shall not, without limitationand it shall cause its respective Subsidiaries and Affiliates not to, for this purpose and it shall not authorize or permit its and their respective officers, directors, representativesemployees, affiliatesinvestment bankers, employees attorneys, accountants, agents, advisors and agents) will notrepresentatives to, directly or indirectly, : (a) solicit, induceinitiate, facilitateor knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations regarding, respond or furnish to any Person (other than Parent, Merger Sub and their respective representatives) any information with respect to, or take any other action knowingly to advise such party facilitate or encourage any inquiries or the making of Sellerany proposal that constitute, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s obligations hereunder), initiate, engage in or any Subsidiaries of the Company’s securities; or (d) enter into any agreement with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, each of the Company and the Principal Stockholder shall, and shall cause its respective Subsidiaries and Affiliates to, and shall use its reasonable best efforts to cause its and their respective officers, employees and representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with, or encourage, or provide any information to, with any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales Parent, Merger Sub and their respective representatives), conducted prior to the date hereof with respect to any Acquisition Proposal. For purposes of Acquired Products in this Section 9.5, “Acquisition Proposal” means any offer or proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction 77 Table of Contents involving the ordinary course Company or any of Seller’s its Subsidiaries, any purchase of at least 5% of the assets of the Company and its Subsidiaries’ business) , taken as a whole, or any transaction involving capital stock of the Acquired Business similar to Company or any of its Subsidiaries, other than 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of Closing, the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will shall not, directly or indirectlyand shall instruct its Subsidiaries, controlled Affiliates and Representatives not to, (a) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage encourage or accept any proposal or offer that constitutes an Acquisition Proposal or (b) participate in or enter into any discussions or negotiations withregarding, or encouragefurnish to any other Person any non-public information with respect to, or provide otherwise assist or participate in, or knowingly facilitate or encourage the submission of, any information proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Seller and the Company immediately shall cease and cause to be terminated all existing discussions or negotiations with 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 Persons conducted heretofore with respect to any of the foregoing, and shall request (to the extent empowered to do so) all such Persons to promptly return or destroy all confidential information regarding the Company and its Subsidiaries previously delivered thereto. The Seller shall notify the Buyer promptly, but in any event within 24 hours, in writing if any Acquisition Proposal or other inquiry by any Person with respect thereto, is made. Such notice to the Buyer shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal or inquiry and the material terms and conditions of such Acquisition Proposal or inquiry. The Seller shall not, and shall cause its Subsidiaries and Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller or any of its Subsidiaries is a party that applies to confidential information of the Company or its Subsidiaries, without the prior written consent of the Buyer. Notwithstanding the foregoing, the Company, the Seller and their respective Subsidiaries, Affiliates and Representatives may (x) have discussions with any current debt or equity holders of the Seller in connection with seeking consents or approvals with respect to the transactions contemplated by this Agreement Agreement, (an “Acquisition Proposal”). During y) take appropriate actions in preparation for and consummate the Exclusivity Periodissuances of equity in the Seller that may be required to be made on April 30, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with any 2014 under the Subscription and Shareholders Agreement, dated April 8, 2010, between the Seller, Technology Holdings Ltd., a Bermuda exempt limited liability company, and the other parties named therein, and (z) inform third parties of the foregoing. For the purpose existence of this Section 5.13, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and 5.14 when reasonably necessary to comply with 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofterms.

Exclusivity. From The Company and after each Seller will immediately cease any existing discussions or negotiations with any third parties conducted prior to the date of this Agreement and ending on hereof with respect to any Acquisition Proposal (as defined below). Until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 6.01 or the Effective Time, the Company and each Seller will not, nor will it permit its officers, directors, Subsidiaries, representatives or agents, directly or indirectly, to do any of the following: (the “Exclusivity Period”)i) solicit, Seller initiate, continue or encourage any inquiries, continue or encourage any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including, without limitation, for this purpose by way of a tender offer) or similar transactions involving the Company or any of its officersSubsidiaries, directors, representatives, affiliates, employees and agents) will 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 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 foregoing inquiries or proposals being referred to in this Section 5.13Agreement as an AAcquisition Proposal@), (ii) solicit, initiate, continue or engage in negotiations or discussions concerning, or provide any non-public information or data to any person or entity relating to, any license of significant Intellectual Property Assets outside Acquisition Proposal, or (iii) agree, approve or recommend any Acquisition Proposal. The Company and each Seller shall notify Buyer immediately (and in no event later than 24 hours) after receipt by 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 Company or any such designated person receives an Seller of any Acquisition Proposal (including the renewal of any Acquisition Proposal made prior to the date hereof) or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of in connection with such an Acquisition Proposal or request (includingfor access to the properties, without limitation, the identity books or records of the Person Company by any person or entity that informs the Company or any Seller that it is considering making, and the terms ofor has made, such an Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofProposal. SECTION 5.8. Brokers and Finders tc \l2 "SECTION 5.8.

Exclusivity. From None of the Seller Parties shall (and they shall cause their respective Affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Subsidiaries, (b) merger or consolidation involving the Company or any of its Subsidiaries, (c) purchase or sale of any assets, Capital Stock (or any rights to acquire, or securities convertible into or exchangeable for, any such Capital Stock) of the Company or any of its Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or their business or assets (each of the foregoing transactions described in clauses (a) through (d), a "Company Transaction") or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or seek to do any of the foregoing. The Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction. If any of the provisions of this Section 4.8 are breached and the transactions contemplated hereby are not consummated for any reason, the Seller Parties shall promptly reimburse Buyer and its Affiliates for all out-of-pocket fees and expenses incurred before or after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 by Buyer and its Subsidiaries’ business) or any transaction involving the Acquired Business similar Affiliates related to any of the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained 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 Buyer and its Affiliates in connection with the transactions contemplated hereby. The foregoing provisions are in addition to, and not in derogation of, any of the foregoing. For the purpose other remedy that Buyer and its Affiliates may have for a breach 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof4.8.

Exclusivity. From the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller agrees that no member of the Company Group, any of its Subsidiaries, nor Seller, nor shall any member of the Company Group, any of its Subsidiaries, nor Seller permit their respective controlling persons, equityholders, employees, officers, board directors, Affiliates, advisors, agents or other representatives to: (a) encourage, initiate, solicit, entertain, negotiate, facilitate, discuss, accept, approve, endorse or agree to, directly or indirectly, any proposal or offer (a “Proposal”) by a Third Party (other than Acquiror or any other Person Acquiror designates) regarding (i) the sale or license of all or any material assets of any member of the Company Group or any of its Subsidiaries (other than the sale of obsolete assets in the ordinary course of business consistent with past practice or with respect to the Restructuring (including with respect to Meridian Iowa)) or (ii) any sale of Equity Equivalents, merger, business combination, joint venture, consolidation, public offering, recapitalization, refinancing or other similar transaction involving any member of the Company Group or any of its Subsidiaries, excluding, for the avoidance of doubt, transfers amongst direct equityholders of Seller or transfers by direct equityholders of Seller to any trust or other estate planning vehicle, the sole beneficiaries of which are such current equityholder’s spouse or lineal descendants (the transactions referred to in clause (i) or (ii) above, each a “Competing Transaction”), (b) provide any information regarding any member of the Company Group or any of its Subsidiaries (including this Agreement and any other materials containing Acquiror’s or its Affiliates’ proposal) to any Person who has made or would reasonably be expected to make a Proposal regarding a Competing Transaction (other than to Acquiror or its representatives and agents and any other Person designated by Acquiror) or (c) enter into any Competing Transaction or any agreement, memorandum of understanding or letter of intent relating thereto. Each member of the Company Group, each of its Subsidiaries, Seller and each of their respective controlling persons, equityholders, employees, officers, board directors, Affiliates, advisors, agents or other representatives, as applicable, shall immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Competing Transaction (other than with Acquiror or its representatives and agents and any other Person Acquiror designates). Seller shall (A) promptly (and in any event within two (2) Business Days) notify Acquiror if it, any member of the Company Group or any of their controlling persons, equityholders, board directors, officers or Affiliates or, to the Knowledge of Seller, any of its advisors, agents or other representatives, as applicable, receives after the date of this Agreement Agreement, any Proposal regarding a Competing Transaction or any indications of interest or requests for information in respect of such Proposal and ending on the earlier (B) promptly (and in any event within five (5) Business Days) request in writing that all Persons who have or could be expected to make a Proposal regarding a Competing Transaction and to whom nonpublic information concerning any member of the Closing Date Company Group or any of its Subsidiaries has been distributed on or prior to the date of this Agreement is terminated pursuant destroy or return such information to Section 9.1 any member of the Company Group as soon as possible (and, if applicable under contractual arrangements between any Company Group or any of its Subsidiaries and such Persons, certify as to the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees destruction of such information) and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to immediately cause any Third Party (other than Acquiror or its representatives and agents and any other Person Acquiror designates) to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide cease to have any 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 access to the ordinary course of Seller’s and its Subsidiaries’ business) Data Room 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofdata site.

Exclusivity. (a) From and after the date of this Agreement and ending on the earlier of Effective Date through the Closing Date or the date of any termination of this Agreement is terminated pursuant to Section 9.1 11.1 (the “Exclusivity Period”whichever first occurs), the Seller (includingshall not, without limitationand shall cause the Company and its respective Affiliates, for this purpose its stockholders, officers, directors, representativesemployees, affiliates, employees representatives and agents) will notagents not to, directly or indirectly, encourage, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage initiate or participate in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form group of disposition of any Acquired Assets Persons (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Buyer or any transaction involving the Acquired Business similar to of its Affiliates) concerning any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will Proposal or 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 agreement with respect to any such transaction regarding Acquisition Proposal; provided, however, that, at any time prior to the disposition of all Closing, if Parent or Seller receives 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 bona fide Acquisition Proposal that was not solicited after the date of this Agreement and otherwise did not, directly or any request for indirectly, result from a breach of this Section 8.8, the Company and its Affiliates may furnish, or cause to be furnished, non-public information relating with respect to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of Company to the Person who made such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, may participate in discussions and negotiations regarding such Acquisition Proposal or requestif (A) the board of directors of Parent (the “Board”), subject or any committee thereof to any which the power to consider such matters has been delegated, determines in good faith, after consultation with outside counsel, that the failure to do so would be reasonably likely to be inconsistent with the Board’s fiduciary duties to Parent’s stockholders under applicable Law, (B) prior to taking such action, the Company enters into a confidentiality obligations existing as agreement with respect to such Acquisition Proposal that contains provisions no less restrictive than the Confidentiality Agreement, and (C) the Board determines in good faith, after consultation with its financial advisors, that such Acquisition Proposal is reasonably likely to constitute a Superior Proposal. The Seller shall and shall cause its Affliates to immediately notify the Buyer (orally and in writing) of the date hereofmaterial terms of any Acquisition Proposal received by any of the Seller or Parent.

Exclusivity. From and after During the date of Interim Period, except with respect to this Agreement and ending on the earlier transactions contemplated hereby, the Company agrees that it will not, and it will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the Closing Date foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller making or implementation of any proposal or offer (including, without limitation, for this purpose any proposal or offer to its officersstockholders or any of them) with respect to a merger, directorsacquisition, representativesconsolidation, affiliatesrecapitalization, employees and agentsliquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) will 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 any negotiations with, or encourageconcerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person concerning relating to a Proposal. If the Company, any sale, exclusive license of its Subsidiaries or other form of disposition of any Acquired Assets Agent has provided any Person (other than sales of Acquired Products in Buyer’s or the ordinary course of SellerCompany’s and or its Subsidiaries’ businessAgents) with any confidential information or data relating to a Proposal, they shall request the immediate return or destruction thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any transaction involving the Acquired Business similar negotiations or discussions related to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Perioda Proposal are sought to be initiated or continued with, 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 5.13it, 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 Subsidiaries or any such designated person receives an Acquisition Proposal or of their respective directors, officers, employees and Affiliates or, to its Knowledge, any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller other Agent. Such notice shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, disclose the identity of the Person party making, and the terms and conditions of, any such Acquisition Proposal Proposal, inquiry or request), subject to any confidentiality obligations existing as and shall include a true and complete copy of the date hereofsuch Proposal, inquiry or request, if in writing.

Exclusivity. From (a) During the Interim Period, and after the date of this Agreement and ending on the earlier in all cases subject to Section 6.1, each of the Closing Date or Group Companies, the date this Agreement is terminated pursuant to Section 9.1 (Sole Shareholder, and the “Exclusivity Period”)Company Shareholders shall not, Seller (includingand each shall cause its Representatives and Subsidiaries, without limitationif applicable, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notnot to, directly or indirectly, : (i) solicit, induceinitiate or take any action to facilitate or encourage any inquiries or the making, facilitatesubmission or announcement of, respond to (any proposal or offer from any Person or group of Persons other than Parent and Sponsor (and their respective Representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or could reasonably be expected to advise such party 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 the Group Companies or any of Seller’s obligations hereunder)their respective assets or businesses, initiateor afford access to the assets, engage in business, properties, books or records of the Group Companies 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. AARK shall, and shall cause its Affiliates (including the other Group Companies, the Sole Shareholder and their and its respective Affiliates), the Company Shareholders and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with, or encourage, or provide any information to, with 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 conducted heretofore with respect to any such transaction regarding the disposition of all or a portion Competing Transaction. The Parties agree that any violation of the Acquired assets or Acquired Business restrictions set forth in this Section 8.2(a) by any of AARK, its Affiliates (including the other than as contemplated by this Agreement. If Seller Group Companies, the Sole Shareholder or any such designated person receives an Acquisition Proposal of their or its respective Affiliates) or any request for non-public information relating of their respective Representatives shall be deemed to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser be a breach of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofthis Section 8.2(a) by AARK.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of (a) the Closing Date or (b) the date termination of this Agreement is terminated pursuant to Section 9.1 (Agreement, Sellers will not, and Sellers will cause the “Exclusivity Period”)Company and all Affiliates, Seller (including, without limitation, for this purpose its officers, directors, representativesagents, affiliatesadvisors, employees attorneys or other representative of the foregoing (collectively, “Representatives”) not to, directly or indirectly (i) solicit or initiate, or encourage the submission of, proposals or offers relating to; (ii) respond to any submissions, proposals or offers relating to; (iii) engage in any negotiations or discussions with any person relating to; or (iv) otherwise cooperate in any way with any person in connection with, any acquisition, recapitalization, liquidation, dissolution or similar transaction involving all or any portion of the Units or assets of the Company; provided, however, that Sellers may advise any person making any such submission, proposal, offer or other contact that Sellers are subject to an exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction of the type referred to in clauses (i) through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and agents) the terms and conditions of same. Sellers will not vote their Units in favor of and will vote against any such acquisition structured as a merger, consolidation, share exchange or transfer of all or substantially all of the assets of the Company. Without the prior written consent of Buyer, from the date of this Agreement until the termination of this Agreement, Sellers will not, and will cause the Company not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or descent, or otherwise transfer or dispose of in any way, whether voluntary or by operation of law, directly or indirectly, solicitany Units or other securities (debt or equity) or assets of the Company, 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 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 sell Units to Buyer at the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving Closing pursuant to 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 terms 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on the earlier In consideration of the Closing Date or substantial expenditures of time and expense to be undertaken by Buyer in connection with the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 consummation of the transactions contemplated by this Agreement, for a period ending on the earlier of (a) December 31, 2021, (b) the Closing Date, and (c) the termination of this Agreement Seller shall deal exclusively with Buyer with respect to the sale of the Assets or the Business. In addition, during such time period, Seller shall not, and shall direct its officers, directors, financial advisors, accountants, attorneys, and other Affiliates (collectively, together with Seller, the "Selling Group") not to (a) solicit submission of proposals or offers from any Person other than Buyer (or their Affiliates) relating to any acquisition or purchase of all or any substantial part of the Refinery, the sale or issuance of any equity interests of Seller or any entity formed by Seller or any Affiliate thereof to which any of the equity interests or any assets or properties of the Business may be contributed, or any merger or consolidation of any Seller or of any entity formed by the Seller or its Affiliates to which any assets or properties of the Business may be contributed (each an “"Acquisition Proposal”"). During the Exclusivity Period, neither Seller nor such designated persons will (b) participate in any discussions or negotiations regarding, or furnish any information to any Person other than Buyer (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyer, or (c) enter into any Contracts agreement or make any commitments to do understanding, whether oral or in connection with any written, that would prevent the consummation of the foregoingtransactions contemplated hereby. For the purpose of this Section 5.13, Seller agrees to (w) notify Buyer immediately if any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation member of the Acquired Assets Selling Group receives any indication of interest, request for information, or Acquired Business shall be considered a disposition offer in respect of Acquired Assets an Acquisition Proposal, (x) inform the persons sending such indication, request, or Acquired Businessoffer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above, Seller represents that neither it nor any no member of its employees, agents, representatives, directors or affiliates the Selling Group is a party to or bound by any Contract agreement 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofother than under this Agreement.

Exclusivity. (a) From (and after including) the date Effective Date until the Closing (or, if earlier, the termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”in accordance with ARTICLE IX), Seller (includingshall not, without limitation, for this purpose and shall not allow any of its officers, directors, representatives, affiliates, employees and agents) will notAffiliates or any of its or their respective Representatives to, directly or indirectly, (i) solicit, induceinitiate, facilitate, respond to knowingly encourage or knowingly facilitate any inquiries or the making of any proposals or offers from any Person (other than to advise such party Buyer and its Representatives) concerning (A) any transfer or sale of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form Assets of disposition of any Acquired Assets Seller (other than sales the sale of Acquired Products Inventory in the ordinary course of business consistent with past practice), (B) the issuance of any equity or debt interests (other than trade accounts payable in the ordinary course of business consistent with past practice) of Seller’s and its Subsidiaries’ business, or (C) any acquisition, business combination, amalgamation, change of control, merger or any other similar transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement Seller, whether structured as an Asset sale, equity sale, merger or otherwise (collectively, an “Acquisition Proposal”). During , (ii) have any discussion (other than to provide notice as to the Exclusivity Periodexistence of the obligations under this Section 6.8) with or provide any information to any Person relating, neither Seller nor such designated persons will directly or indirectly, to any Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director, manager or equity holder, any Acquisition Proposal, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any Contracts letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or make other similar Contract related to any commitments Acquisition Proposal, or propose, whether publicly or to any director, manager or equity holder, or agree 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 foregoing related 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofProposal.

Exclusivity. From None of HK Seller, US Seller, any HK Acquired Company, or US Acquired Company will, and after the date will not permit any of this Agreement and ending on the earlier their respective Affiliates or any of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its their respective officers, directors, representativesmanagers, affiliatesemployees, employees and agents) will notsecurityholders, advisors, representatives or agents to, directly or indirectly, (a) 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 withencourage (including by way of furnishing information), or encouragetake any other action to facilitate any inquiry or the making of any proposal which constitutes, or provide any information would reasonably be expected to lead to, any Person concerning any saleacquisition or purchase of a substantial amount of the assets, exclusive license equity interests or other form of disposition securities of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Company, or any tender offer or exchange offer, merger, consolidation, business combination, re-capitalization, spin-off, liquidation, dissolution, equity or debt financing or similar transaction involving any Acquired Company, or any other transaction, the Acquired Business similar consummation of which would reasonably be expected to any prevent or materially delay the consummation 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 a “Transaction Proposal”) 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 agree to or bound by endorse any Contract Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of any such transaction regarding the disposition of all Acquired Company in connection with a Transaction Proposal, or a portion otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing in connection with a Transaction Proposal. Representative will promptly notify Buyer in the event that HK Seller, US Seller, any Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller Company or any such designated person of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives an Acquisition Proposal any unsolicited indication of interest or any request for non-public information relating to any Acquired Assets or the Acquired Businessproposal regarding a Transaction Proposal, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, including the identity of the Person making, indicating such interest or making such Transaction Proposal and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofa copy thereof.

Exclusivity. From Seller, each Owner Party and after each other Owner executing and delivering a Joinder Agreement agree that until the earlier of the Closing or termination of this Agreement pursuant to its terms, they shall not directly or indirectly solicit, initiate, encourage, entertain or discuss (and shall not permit any Affiliate, directors, trustee, manager, officer, employee, representative, agent, or other Person acting on their behalf to solicit, initiate, encourage, entertain or discuss) any inquiries, proposals or offers 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 ending on the earlier of Owner Parties shall cause Seller to, promptly request that any confidential or proprietary information regarding Seller, the Closing Date Acquired Assets, the Business or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to any Product that may have been disclosed (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 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 Federated and its Subsidiaries’ businessAffiliates) 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 discussions or activities conducted before the foregoing. For the purpose date 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 Agreement 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 be returned to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSeller.

Exclusivity. From and after the date of this Agreement and ending on Until the earlier of the Closing Date or and the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Article IX, Seller (includingshall not, without limitation, for this purpose and shall not authorize or permit any of its officers, directors, representatives, affiliates, employees and agents) will notAffiliates or any of the other Divesting Entities or any of its or their Representatives to, directly or indirectly, (a) encourage, solicit, induce, facilitateinitiate, respond to (other than solely to advise such party of Seller’s obligations hereunderdecline), initiate, engage in facilitate or continue inquiries or discussions regarding any Acquisition Proposal; (b) enter into or participate in any discussions or negotiations with, or encourage, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any sale, exclusive license agreements or other form instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates, each other Divesting Entity and all of disposition of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Acquired Assets Persons conducted heretofore with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Purchaser 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 employeesAffiliates or any of its or their Representatives) for the assumption of the Chelsea Lease or the sale of all or any material part of the Transferred Assets, agentsexcluding any inquiry, representatives, directors proposal or affiliates is party to or bound by any Contract offer with respect to any such transaction regarding the sale or other disposition of all or a portion of substantially all of the Acquired assets of Seller and all of its Affiliates other than the Transferred Assets and the Chelsea Lease, whether by sale of stock, sale of assets or Acquired Business other than as contemplated by this Agreement. If Seller otherwise, or any such designated person receives an Acquisition Proposal merger, consolidation, acquisition of control or any request for non-public information relating other business combination involving Seller and all its Affiliates. In addition to any Acquired Assets or the Acquired Businessother obligations under this Section 6.19, Seller shall promptly notify (and in any event within two Business Days after receipt thereof by Seller or its Representatives) advise Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal or request (includingProposal, without limitation, and the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.making the

Exclusivity. From and after the date of this Agreement and ending on the earlier of until the Closing Date or or, if earlier, the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with its terms, Seller (includingASD shall, without limitation, for this purpose and shall not permit its Subsidiaries and any of its and their officers, directors, representativesemployees, affiliatesfinancial advisors, employees attorneys, accountants and agentsother advisors, investment bankers, representatives and agents (“Representatives”) will to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any Person (other than Buyers and their Affiliates) conducted heretofore with respect to, or that could reasonably be expected to lead to, a B&K Acquisition Proposal. From and after the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, ASD shall not, nor shall it permit any of its Subsidiaries or the Representatives to, directly or indirectly, (i) solicit, induceinitiate or knowingly encourage the making of a B&K Acquisition Proposal, facilitate(ii) enter into any agreement, respond arrangement or understanding with respect to a B&K Acquisition Proposal or (iii) participate in any discussions or negotiations regarding, or furnish or disclose to any Person (other than Buyers and their Affiliates) any non-public information with respect to advise such party of Seller’s obligations hereunder), initiate, engage in ASD or enter into discussions its Subsidiaries or negotiations with, or encourage, or provide any 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 Affiliates in connection with any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to any B&K Acquisition Proposal. “B&K Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyers or their Affiliates) to acquire or purchase from ASD, any Subsidiary of ASD or any of the foregoing. For Joint Ventures, all or any material part of the purpose revenues, income or assets of this Section 5.13the B&K Business (whether in one transaction or a series of related transactions and whether pursuant to (x) purchase of equity securities of any Subsidiary of ASD or the Joint Ventures, (y) merger, exchange, consolidation or similar business combination with any Subsidiary of ASD or the Joint Ventures, or (z) asset purchase (including any sale of profits interests or similar transaction) from ASD, any license Subsidiary of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation ASD or any 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 Joint Ventures)) other than any such transaction regarding the disposition of all acquisition 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 purchase permitted pursuant to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSection 7.2.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of the Closing Date and the date of termination of this Agreement in accordance with its terms, none of Sellers, the Company or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Subsidiaries shall, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will noteach shall cause their Affiliates and Representatives not to, directly or indirectly, through any officer, director, employee, agent, partner, affiliate or otherwise, solicit, induceinitiate or encourage the submission of any proposal or offer from any person or entity relating, facilitatewith respect to the Company or any of the Subsidiaries, respond to any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or any material portion *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the assets (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 information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products inventory sold in the ordinary course of Seller’s and its Subsidiaries’ business) of, or any transaction involving equity interests in, the Acquired Business similar to Company or any of the transactions contemplated by this Agreement Subsidiaries, or (an c) similar transaction or business combination (a “Acquisition ProposalCompeting Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity (other than Buyer and its Affiliates and Representatives) any information with respect to, or otherwise cooperate in any way with or facilitate any effort or attempt by any person or entity to effect a Competing Transaction. During Sellers shall, and shall cause the Exclusivity PeriodCompany, neither Seller nor such designated persons will enter into the Subsidiaries and shall instruct their respective Representatives and Affiliates to, immediately cease any Contracts or make existing activities, discussions and negotiations with any commitments Persons (other than Buyer and its Affiliates and Representatives) with respect to do or in connection with any of the foregoing. For the purpose If any of this Section 5.13any Seller, Company, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets Subsidiary or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employeestheir respective Affiliates or Representatives receives any inquiry, agentsproposal or offer from any Person relating to, representativesor that would reasonably be expected to lead to, directors or affiliates is party to or bound by any Contract with respect to any such transaction regarding a Competing Transaction (each, a “Transaction Proposal”), 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 Acquired Business, Seller Company shall promptly notify Purchaser (and in any event within 24 hours) advise Buyer of such Acquisition Proposal or request (including, without limitationTransaction Proposal, the identity of the Person making, making such Transaction Proposal and the material terms ofand conditions of any such Transaction Proposal (including any changes thereto) and provide Buyer a copy of any written materials received from such Person making the Transaction Proposal all correspondence and other written material sent by or provided to such Seller, the Company, the Subsidiaries (or their respective Affiliates or Representatives) in connection with any such Acquisition Proposal or request), subject to any confidentiality obligations existing as Transaction Proposal. Any violation of the date hereofrestrictions set forth in this Section 6.3 by any Affiliate or Representative of the Company or a Seller shall be a breach of this Section 6.3 by the Company or applicable Seller respectively.

Exclusivity. From and after the date of this Agreement and ending on hereof until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 (Article 7 and the “Exclusivity Period”)Closing Date, Seller (includingthe Company will not, without limitation, for this purpose its and will cause the officers, directors, Securityholders, employees, financial advisors, representatives, affiliates, employees agents and agents) will notAffiliates of the Company not to, directly or indirectly, (a) solicit, induceinitiate, facilitate, respond to seek, entertain, encourage or support any inquiry, proposal or offer from any Person (other than to advise such party Parent) in respect of Seller’s obligations hereunder), initiate, engage an Acquisition Transaction; (b) participate in any discussions or negotiations or enter into discussions or negotiations any agreement with, or encourage, or provide any non-public information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales Parent) in respect of Acquired Products an Acquisition Transaction; or (c) accept any proposal or offer from any Person (other than Parent) in the ordinary course respect 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”)Transaction. 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 Upon execution of this Section 5.13Agreement, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s Company will, and its Subsidiaries’ operation of will cause 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 officers, directors, employees, agentsfinancial advisors, representatives, directors agents and Affiliates of the Company to, immediately cease and cause to be terminated any existing direct or affiliates is party indirect discussions with any Person (other than Parent) that are in respect of an Acquisition Transaction. From the date hereof until the earlier of the termination of this Agreement pursuant to Article 7 and the Closing Date, the Company will, and will cause the officers, directors, Securityholders, employees, financial advisors, representatives, agents and Affiliates of the Company to, promptly (and in no event later than 24 hours after receipt thereof) notify Parent orally and in writing of any proposal, offer, inquiry or bound by any Contract with respect notice concerning an Acquisition Transaction or that would reasonably be expected to lead to a proposal relating 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 Transaction, or any request for non-public information from a Person in respect of an Acquisition Transaction or that would reasonably be expected to lead to a proposal relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request Transaction (including, without limitation, including the identity of the Person makingmaking or submitting such proposal, offer or request, the material terms thereof and a copy of any written proposal, offer or request) that is received by the Company or any Affiliate or representative of the Company. The Company will keep Parent informed on a reasonably current basis (and, in any event, within 24 hours) of the status and details of any material modifications to any such proposal, offer or request. “Acquisition Transaction” means any transaction involving (1) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of the Company; (2) the issuance, disposition or acquisition (other than as expressly contemplated under the terms of, such Acquisition Proposal of this Agreement) of (A) any shares or requestother equity security of the Company (other than shares in the capital of the Company issued to employees of the Company or any of its Subsidiaries upon exercise of Company Options in routine transactions in accordance with the Company’s past practices or in connection with the actions identified in Section 5.2 of the Disclosure Schedule), subject (B) any option or other right (whether or not immediately exercisable) to acquire any confidentiality obligations existing as shares or other equity security of the date hereofCompany (except for the actions identified in Section 5.2 of the Disclosure Schedule), or (C) any security, instrument or obligation that is or may become convertible into or exchangeable for any equity security of the Company (except for the actions identified in Section 5.2 of the Disclosure Schedule); or (3) any merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization or similar transaction involving the Company. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exclusivity. From As an inducement to the Buyer to enter into this Agreement, and after in consideration of the date time and expense which it has devoted and will devote to the transactions contemplated hereby during such period, subsequent to the execution of this Agreement and ending on until the earlier of (i) the Closing Date or and (ii) the date termination of this Agreement is terminated pursuant to in accordance with Section 9.1 (10.1, neither of the “Exclusivity Period”)Seller nor any of its shareholders, Seller directors, members, managing members, managers, officers or agents (including, without limitation, for this purpose its officersany investment banker, directorsattorney or accountant retained or acting on behalf of Seller or any shareholder, representativesdirector, affiliatesmember, employees and agentsmanaging member, manager or officer of Seller) will notwill, directly or indirectly, (i) initiate, solicit, induceencourage, facilitate, entertain or respond to any inquiry or proposal with respect to a merger, consolidation, share exchange, business combination, liquidation, or dissolution (other than to advise unless such party of Seller’s obligations hereunder), initiate, engage transaction shall be structured in or enter into discussions or negotiations a manner that is consistent with, or encourageand does not adversely affect, or provide any 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 SellerBuyer’s and its Subsidiaries’ businessrights under this Agreement) or any transaction involving the Acquired Business similar to any sale of all or a portion of the transactions contemplated by this Agreement assets of the Business (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will or (ii) enter into any Contracts discussions, negotiations or make agreements concerning an Acquisition Proposal with, or disclose any commitments information concerning the Business, its business or properties or afford any access to do its properties, books and records to, or in connection otherwise assist or facilitate any effort relating to an Acquisition Proposal, by any Person. The Seller will immediately cease any existing discussions with any of Persons concerning any Acquisition Proposal. The Seller or its shareholders, directors, members, managing members, managers, officers or agents will, as the foregoing. For case may be, promptly notify the purpose of this Section 5.13Buyer regarding any contact between Seller or its shareholders, directors, members, managing members, managers, officers or agents and any license of significant Intellectual Property Assets outside the ordinary course of Seller’s other Person regarding any inquiry or contact (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 material terms thereof) with respect to any such transaction regarding an Acquisition Proposal, unless inconsistent with the disposition fiduciary obligations 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 Acquired Businessits shareholders, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (includingdirectors, without limitationmembers, the identity of the Person makingmanaging members, managers, officers and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofagents.

Exclusivity. From and after the date of Except with respect to this Agreement and ending on the earlier transactions contemplated hereby, no Stockholder and none of their affiliates shall, and each of them shall cause the Company and their respective employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Closing Date foregoing) (each, an "Agent") not to, (a) initiate, solicit or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notseek, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its Stockholders or any of them) with respect to a merger, induceacquisition, facilitateconsolidation, respond to (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 other than any such transaction effected or to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products be effected in the ordinary course of Seller’s business (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, and its Subsidiaries’ business) the Merger contemplated hereby. If the Company or any transaction involving the Acquired Business similar to Stockholder, or any of the transactions contemplated by this Agreement their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an “Acquisition Proposal”), then the Stockholders shall request the immediate return thereof. During The Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers relating 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 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 first sentence of this Section 5.137.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets 11.2 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof11.3.

Exclusivity. From Between the Signing Date and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Closing, Seller Parent shall not, and shall cause and direct its Subsidiaries (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees including the Acquired Companies) and agents) will noteach of their Representatives not to, directly or indirectly, solicit(a) initiate, inducesolicit or encourage (including by providing information), facilitateinduce or take any other action which would reasonably be expected to lead to the making, respond submission or announcement of, any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal, (b) furnish to any other Person any information with respect to any Acquisition Proposal, (c) other than informing Persons of the provisions contained in this Section 5.21, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to advise such party of Seller’s obligations hereunder)facilitate or induce any effort or attempt to make or implement an Acquisition Proposal, initiate(d) approve, engage in endorse, recommend or enter into discussions any Acquisition Proposal or negotiations withany letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Seller Parent or the Acquired Companies, or encourageany of their Affiliates, to abandon or terminate its obligations under this Agreement, or provide any information to(e) agree, any Person concerning any sale, exclusive license resolve 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 commit to do or in connection with any of the foregoing. For Notwithstanding the purpose of this Section 5.13foregoing, Buyer Parent acknowledges and agrees that any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets disclosure required to be made by Seller Parent or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employeesAffiliates pursuant to applicable Law not intended to solicit Acquisition Proposals, agentswill be deemed not to violate the provisions of this Agreement. Seller Parent shall immediately cease and cause to be terminated all existing discussions, representativesconversations, directors or affiliates is party to or bound by negotiations and other communications with any Contract Persons conducted heretofore with respect to any such transaction regarding the disposition of all or a portion of the foregoing and terminate access to any “data rooms”. Seller Parent and the Acquired assets Companies agree to notify Buyer Parent immediately if any Person makes any proposal, offer, inquiry or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person receives contact with respect to an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or and provide Buyer Parent with a description of the material terms and conditions thereof, including the identity of such Person; provided that Seller Parent and the Acquired Business, Seller Companies shall promptly notify Purchaser of have the right to respond to such Acquisition Proposal or request proposal, offer, inquiry or contact solely to inform such Person that Seller Parent and the Acquired Companies are subject to contractual restrictions and may not discuss such matters. Seller Parent shall not, and shall cause its Subsidiaries (includingincluding the Acquired Companies) not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller Parent or any of its Subsidiaries is a party, without limitationthe prior written consent of Buyer Parent. Notwithstanding the foregoing, nothing in this Section 5.21 shall restrict Seller Parent from taking any action with respect to a proposal, offer, inquiry or contact from any Person relating to any direct or indirect acquisition by such Person of any equity interests or control of Seller Parent or any assets of Seller Parent which do not comprise in whole or in part the identity Business or the Transferred Assets, whether by merger, consolidation, tender offer, exchange offer, stock acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise; provided, that Seller Parent shall cause the applicable acquirer of any Selling Entity or its assets or of Seller Parent or its assets (other than, in the case of a sale of the Person makingequity of Seller Parent, and if Seller Parent is the terms of, such Acquisition Proposal or request), subject surviving entity) to assume any confidentiality applicable obligations existing as of the date hereofhereunder pursuant to a joinder reasonably satisfactory to Buyer Parent.

Exclusivity. From Seller Parties will, and after the date each will cause each of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)such Person’s respective officers, Seller (including, without limitation, for this purpose its officersemployees, directors, managers, members, partners, equityholders, advisors, representatives, affiliatesagents and Affiliates not to, employees and agents(a) will not, directly or indirectly, 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 withencourage (including by way of furnishing information), or encouragetake any other action to facilitate any inquiry or the making of any proposal that constitutes, or provide any information could reasonably be expected to lead to, any Person concerning any saleacquisition or purchase of a substantial portion of the assets, exclusive license equity interests or other form securities of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Seller Parties or any tender offer or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transaction involving Seller Parties, or any other transaction, the Acquired Business similar consummation of which would or could reasonably be expected to any prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Acquisition Alternate Transaction Proposal”). During the Exclusivity Period) or agree to or endorse any Alternate Transaction Proposal or (b) propose, neither Seller nor such designated persons will enter into or participate in any Contracts discussions or make negotiations regarding any commitments Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of Seller Parties in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or in connection with seek any of the foregoing. For Seller Parties will cause Seller Parties to promptly notify Buyer in the purpose of this Section 5.13event that Seller Parties, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets Member or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its their respective officers, directors, managers, employees, agentsequityholders, representativesadvisors, directors representatives and agents receives any unsolicited indication of interest or affiliates is party to or bound by any Contract with respect to any such transaction proposal 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 Acquired BusinessAlternate Transaction Proposal, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, including the identity of the Person making, indicating such interest or making such Alternate Transaction Proposal and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofa copy thereof.

Exclusivity. From and Seller agrees that after the date of this Agreement and ending on hereof until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with its terms, Seller (includingit shall not, without limitationand shall not authorize, for this purpose permit or instruct any of Affiliates to, and shall direct its and its Affiliates’ officers, directors, representativesemployees, affiliatesinvestment bankers, employees attorneys, accountants, agents, advisors and agents) will notrepresentatives not to, directly or indirectly, (i) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage or purposefully facilitate or purposefully encourage the submission, making or announcement of any Acquisition Proposal, (ii) initiate, engage, participate in or enter into purposefully encourage any discussions or negotiations withregarding, or encouragefurnish to any Person any non-public information with respect to, or provide take any information other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead 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 or (iii) 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 become bound by any Contract letter of intent or other agreement with respect to any such transaction regarding Acquisition Proposal. Without limiting the disposition of all or a portion generality of the Acquired assets foregoing, Seller shall, and shall cause its Affiliates to, and shall direct its and its Affiliates’ investment bankers, attorneys, accountants, agents, advisors and representatives to, promptly cease and cause to be terminated any existing discussions or Acquired Business other than as contemplated by this Agreementnegotiations with any Person conducted prior to the date hereof with respect to any Acquisition Proposal. If Promptly following the date hereof, Seller shall, or shall cause a representative of Seller to, instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Proposal in accordance with the confidentiality agreements entered into between Seller or any of its Affiliates and any such designated person receives Person. Seller shall promptly (but in any event within twenty-four (24) hours of receipt thereof) notify Buyer of any indication of interest, inquiry, proposal, offer or request for information relating to an Acquisition Proposal that is received by Seller or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, its Affiliates on and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of after the date hereofhereof and prior to the Closing.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)hereof, neither Parent nor Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notwill, directly or indirectly: initiate, solicitsolicit or knowingly encourage (including by way of furnishing information or assistance), induce, or take any other action to facilitate, respond any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Transaction (as defined below); negotiate or have any discussions with any Person in furtherance of such inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the foregoing, or authorize any of its Representatives to take any such action, and will direct its Representatives not to take any such action, and Seller will notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any of such matters. For purposes of this Agreement, “Alternative Transaction” means any of the following involving Seller, the Acquired Assets, the Business or the Facility, on the one hand, and any Person (other than to advise such party Buyer or any of Seller’s obligations hereunderits Affiliates), initiateon the other hand: any merger, engage in consolidation, share exchange or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any other business combination; a sale, exclusive license lease, license, exchange, mortgage, pledge, transfer or other form of disposition of any assets of Seller, the Acquired Assets (Assets, the Business or the Facility other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) ; a sale of member units of Seller (or securities convertible or exchangeable into or otherwise evidencing, or any transaction involving agreement or instrument evidencing, the Acquired Business similar right to acquire member units). In furtherance and not in limitation of the foregoing, Parent and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, discussions or negotiations with any other bidder or prospective acquirer (including any Representatives, advisors or financing sources of or to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Periodsuch other bidders or prospective acquirers, 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 their capacity as such) of the Acquired Assets or Acquired the Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employees(collectively, agents, representatives, directors or affiliates is party to or bound the “Other Bidders”); (ii) immediately terminate access by any Contract with respect such Other Bidders to any such transaction regarding the disposition of all due diligence materials (including electronic 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person makingonline data rooms), and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as management personnel and facilities of the Business; (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders; and (iv) prior to or at Closing, assign to Buyer and cause Seller’s financial advisor, Xxxxxx Xxxxxxx & Xxxxxx, to assign all of their respective rights and remedies under any confidentiality, non-disclosure, non-solicitation or similar agreements with any of such Other Bidders, except to the extent expressly prohibited by the applicable agreement (it being agreed that Seller shall deliver, or cause to be delivered, to Buyer copies of each such agreement at or prior to the Closing).

Exclusivity. From and after the date of this Agreement and ending on until the earlier of (a) the Final Closing Date or the date and (b) termination of this Agreement is terminated pursuant to Section 9.1 (7.1, the “Exclusivity Period”)Seller shall not, Seller (including, without limitation, for this purpose and shall use Reasonable Efforts to cause its officers, directors, representatives, affiliates, employees Representatives and agents) will notany other Person acting on its behalf not to, directly or indirectly, (a) solicit, induceinitiate, facilitateencourage, respond to (other than to advise such party of Seller’s obligations hereunder)enter into, initiateconduct, engage in or enter into discussions continue, any discussions, negotiations, communications, Contracts or negotiations withunderstandings, whether written or oral or binding or non-binding, or encouragecontinue any discussions, negotiations or communications with, or provide any information or afford access to the properties, books or records of the Acquired Companies or relating to the Business or Acquired Assets 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 Purchaser, its Affiliates and its Subsidiaries’ businessRepresentatives), in each case, concerning a sale (or possible sale) 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 Business 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 substantial 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 Separately Owned Acquired Assets or the Acquired BusinessCompanies, Seller shall promptly notify Purchaser whether such transaction takes the form of such Acquisition Proposal a sale of securities or request other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including, without limitation, the identity including all or a material portion of the Person makingassets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction, or (c) submit any Alternative Transaction to the vote of its stockholders. The Seller shall, and shall cause each of the terms ofother members of the Seller Group to, such Acquisition Proposal and shall use Reasonable Efforts to cause each of their Representatives to, immediately discontinue any ongoing communications or request), subject negotiations relating to any confidentiality obligations existing as of the date hereofAlternative Transaction.

Exclusivity. (a) From and after the date of this Agreement and ending on the earlier of hereof through the Closing Date or the date earlier termination of this Agreement is terminated pursuant to ARTICLE 9, except as permitted by, and subject to, Section 9.1 (the “Exclusivity Period”4.7(c), Section 4.7(d), Section 4.7(e) and Section 4.8, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will Parent shall not, directly and shall cause each of its Subsidiaries not to, and shall not authorize or indirectlypermit any of its Representatives to, (i) initiate, solicit, induceknowingly encourage or facilitate any inquiries or the making of any proposal, facilitateoffer or other action that constitutes, respond or may reasonably be expected to lead to, any Acquisition Proposal, (other than to advise such party of Seller’s obligations hereunder)ii) enter into, initiate, engage continue or otherwise participate in or enter into any discussions or negotiations withwith any person, or encourage, or provide furnish to any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (person other than sales Seller Parent any non-public information, in furtherance of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ businesssuch inquiries or to obtain an Acquisition Proposal, (iii) release any person from or fail to enforce any transaction involving the Acquired Business standstill agreement or similar obligation to Seller Parent or any of the transactions contemplated by this Agreement Subsidiaries of Seller Parent, (an “iv) withdraw, modify or amend the Seller Parent Recommendation in any manner adverse to Purchaser or fail to make the Seller Parent Recommendation or fail to include the Seller Parent Recommendation in the Proxy Statement, (v) approve, endorse or recommend any Acquisition Proposal, (vi) enter into any agreement in principle, arrangement, understanding, contract or agreement (whether binding or not) relating to an Acquisition Proposal, or (vii) take any action to exempt any person from any Takeover Statute or similar restrictive provision of the Seller Parent Organizational Documents for purposes of facilitating an Acquisition Proposal (any event described in clause (iv), clause (v), clause (vi) or clause (vii), whether taken by the Seller Parent Board or a committee thereof, a “Seller Parent Change in Recommendation”). During Seller Parent agrees that in the Exclusivity Periodevent any Representative of Seller Parent or any Subsidiary of Seller Parent takes any action on behalf of Seller Parent that, neither if taken by 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 Parent, would constitute a material violation of this Section 5.134.7(a), 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 then Seller Parent shall be considered a disposition deemed to be in violation of Acquired Assets or Acquired Business. Seller represents that neither it nor any this Section 4.7(a) for all purposes 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of Except with respect to this Agreement and ending on the earlier of transactions contemplated hereby, the Closing Date Company, the Subsidiaries, the Principal Stockholder or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)their respective affiliates directly or indirectly through their respective employees, Seller agents and representatives (including, without limitation, for this purpose its officersany investment banking, directorslegal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, representativesan "Agent") shall not, affiliates(a) initiate, employees and agents) will notsolicit or seek, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in any inquiries or enter into discussions the making or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition implementation of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) proposal 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request offer (including, without limitation, the identity any proposal or offer to its Stockholders 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 any 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, its Subsidiaries or Principal Stockholder, or any of their respective Agents, have provided any Person making(other than the Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company, its Subsidiaries and the terms ofPrincipal Stockholder shall promptly notify the Parent if any inquiries, such proposals or offers related to an Acquisition Proposal are received by, any confidential information or request)data is requested from, subject or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any confidentiality obligations existing as individual or entity referred to in the first sentence of the date hereofthis Section 6.3. The covenant contained in this Section 6.3 shall not survive any termination of this Agreement pursuant to Article 10.

Exclusivity. From and after the date hereof through the date which is thirty (30) days following the termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including11 hereof, without limitationthe prior written consent of Aspec, for this purpose its neither SIS, the Majority Shareholders nor any of SIS's other officers, directors, representativesshareholders, affiliates, employees and agents) will notagents or Affiliates shall, directly or indirectly, (a) solicit, induceconduct discussions with or engage in negotiations with any person, facilitateother than Aspec, respond relating to the possible acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to SIS or any of its subsidiaries to any person, other than Aspec, relating to the possible acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of SIS or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) unless otherwise agreed to by Aspec, enter into any agreement with any person, other than Aspec, providing for any extension of credit (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 information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products trade credit in the ordinary course of Seller’s and its Subsidiaries’ business) or other debt investment in SIS, or (f) unless otherwise agreed to by Aspec, enter into any transaction involving additional agreement for the Acquired Business similar licensing or distribution of products, technology, or intellectual property of SIS, whether now existing or hereafter created. In addition to the foregoing, if SIS or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Periodabove, neither Seller nor such designated persons will enter into any Contracts or make any commitments SIS shall immediately notify Aspec thereof, including information as 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, offeror or the party making any such offer or proposal and the specific terms ofof such offer or proposal, such Acquisition Proposal or request), subject as the case may be. From and after the date hereof until the first to any confidentiality obligations existing as occur of the date Closing of the Merger or the termination of this Agreement pursuant to Section 11 hereof, none of the Majority Shareholders will transfer or offer to transfer any of their SIS Common Stock except to Aspec pursuant to the Merger.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 in accordance with Article 9 hereof, but in any event at least ninety (90) days after the “Exclusivity Period”)date of the Letter of Intent, Seller (includingneither the Company nor the Stockholders will, without limitationdirectly or indirectly, for this purpose through its officers, directors, representatives, respective affiliates, employees agents, officers and agents) will notdirectors, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage or participate in or enter into discussions or negotiations or otherwise cooperate in any way with, or encourage, or provide any information to, any Person corporation, partnership, person, or other entity or group concerning any saletender offer, exclusive license exchange offer, merger, business combination, sale of substantial assets, sale of shares of capital stock, 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 similar transaction involving the Acquired Business similar Company (all such transactions being referred to herein as "Acquisition Proposals"). Notwithstanding the foregoing, the Company may furnish information concerning its business, properties, or assets to and enter into negotiations with a corporation, partnership, person, or other entity or group, if the party receives an unsolicited Acquisition Proposal and outside counsel to the Company advises the Company's board of directors in writing that the board's fiduciary responsibilities under applicable law require that such information be provided or negotiations be held with the person presenting the Acquisition Proposal in order to avoid a breach of such fiduciary responsibilities. Notwithstanding the foregoing, in the event that the Company at any time after the date of the Letter of Intent and before the earlier of the Closing Date or the termination of this Agreement in accordance with Article 9 hereof, accepts an Acquisition Proposal from any person or entity other than Parent, or the board of directors of the Company fails, for any reason, to authorize the entering into this Agreement and the consummation of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During hereby, or 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 board of directors of the foregoing. For Company withdraws or modifies such authorization, 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 Parent shall be considered entitled, providing that Parent is not in a disposition material breach of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employeesobligations hereunder, agents, representatives, directors or affiliates is party upon demand submitted in a form of a notice to or bound by any Contract with respect the Company (the "Demand Notice") to any such transaction regarding the disposition of all or a portion payment of the Acquired assets or Acquired Business sum of $250,000. The Company shall make such payment within ten (10) days of the receipt of the Demand Notice. In the event that the board of directors of Parent fails, for reason other than as (i) Company Material Adverse Effect or (ii) Parent reasonably believes that one or more of the conditions set forth in Section 7.2 will not be satisfied at the time for Closing, to authorize the entering into this Agreement and the consummation of the transactions contemplated by this Agreement. If Seller hereby or any withdraws or modifies, for reason other than Company Material Adverse Effect, such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitationauthorization, the identity Company shall be entitled, providing that neither the Company nor the Stockholders are in a default under or in a breach of any provision hereof, upon demand submitted in a form of a Demand Notice to Parent, to the payment of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as sum of the date hereof$250,000.

Exclusivity. From and after the date of this Agreement and ending on Until the earlier of the Closing Date or and the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Article IX, Seller (includingshall not, without limitation, for this purpose and shall not authorize or permit any of its officers, directors, representatives, affiliates, employees and agents) will notAffiliates or any of the other Divesting Entities or any of its or their Representatives to, directly or indirectly, (a) encourage, solicit, induce, facilitateinitiate, respond to (other than solely to advise such party of Seller’s obligations hereunderdecline), initiate, engage in facilitate or continue inquiries or discussions regarding any Acquisition Proposal; (b) enter into or participate in any discussions or negotiations with, or encourage, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any sale, exclusive license agreements or other form instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates, each other Divesting Entity and all of disposition of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Acquired Assets Persons conducted heretofore with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) Purchaser 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 employeesAffiliates or any of its or their Representatives) for the assumption of the Princeton Lease or the sale of all or any material part of the Transferred Assets, agentsexcluding any inquiry, representatives, directors proposal or affiliates is party to or bound by any Contract offer with respect to any such transaction regarding the sale or other disposition of all or a portion of substantially all of the Acquired assets of Seller and all of its Affiliates other than the Transferred Assets and the Princeton Lease, whether by sale of stock, sale of assets or Acquired Business other than as contemplated by this Agreement. If Seller otherwise, or any such designated person receives an Acquisition Proposal merger, consolidation, acquisition of control or any request for non-public information relating other business combination involving Seller and all its Affiliates. In addition to any Acquired Assets or the Acquired Businessother obligations under this Section 6.15, Seller shall promptly notify (and in any event within two (2) Business Days after receipt thereof by Seller or its Representatives) advise Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal or request (includingProposal, without limitation, and the identity of the Person making, and making the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as same. Seller acknowledges that a breach of the date hereofthis Section 6.15 will cause irreparable injury not fully compensable in damages.

Exclusivity. From Neither Empress nor any Subsidiary nor any of their respective officers, directors, stockholders, representatives, or other agents shall, directly or indirectly: (a) solicit, initiate or encourage submission of any inquiry, proposal or offer from any potential investor or acquirer relating to any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any of the assets of Empress or any Subsidiary other than in the ordinary course of business; (b) enter into, participate in or continue any discussions or negotiations (except with the Buyers) regarding, or furnish any information to or cooperate with any Person (other than the Buyers) with respect to, any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business; or (c) enter into any agreement (except with the Buyers) relating in any manner to any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business. If Empress or any Subsidiary receives, or any officer, director, stockholder, representative or agent receives and after notifies Empress or such Subsidiary of, directly or indirectly, an offer or proposal to enter into any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the date ordinary course of this Agreement and ending business, Empress shall notify Buyers by the close of business on the earlier of following business day. Empress or each Subsidiary, as the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)case may be, Seller (includingshall, without limitation, for this purpose and shall cause its officers, directors, representativesstockholders, affiliatesagents and representatives to immediately cease and cause to be terminated any existing activities, employees and agentsdiscussions or negotiations with any Person conducted heretofore with respect to any of the matters referred to in this Section 4.01. Notwithstanding any other provision in this Section 4.01, Empress shall be able to (1) will noteffect the exchange offer in connection with its 8_% Senior Subordinated Notes; (2) make draws on its existing credit facility with Wellx Xxxgo; (3) use its Current Assets for any purpose whatsoever (other than a purpose which, directly or indirectly, solicit, induce, facilitate, respond materially interferes with or is materially detrimental to (the operation of the business of the Subsidiaries) or incur any Debt through any subsidiary other than the Subsidiaries, as long as the Subsidiaries shall not be liable for the repayment of such Debt in any manner whatsoever and the incurrence of such Debt shall not directly or indirectly materially interfere with or be materially detrimental to advise such party the businesses of Seller’s obligations hereunder)the Subsidiaries; (4) allow transfers of shares of capital stock of Empress among existing stockholders or their family members; and (5) sell, initiate, engage in transfer or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition otherwise dispose of any Acquired Assets (asset of Empress or any of the Subsidiaries, other than sales stock in the Subsidiaries and other than assets of Acquired Products the Subsidiaries not sold in the ordinary course of Seller’s business, and its so long as any such transaction, directly or indirectly, does not materially interfere with or is not materially detrimental to the businesses of the Subsidiaries’ business. If any incurrence or proposed incurrence of Debt permitted by clause (3) of the immediately preceding sentence or any transaction involving transfer or proposed transfer of shares permitted by clause (4) of such sentence causes a delay in obtaining the Acquired Business similar to any of necessary regulatory approvals and permits in connection with the transactions contemplated by this Agreement (an “Acquisition Proposal”). During Agreement, the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or dates set forth 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 10.01(h) each shall be considered extended by a disposition period of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its employees, agents, representatives, directors or affiliates is party time equal 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 Acquired Business, Seller shall promptly notify Purchaser length of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofdelay.

Exclusivity. From The Sellers agree that, until the earlier to occur of the Closing Date and such time as this Agreement has terminated in accordance with Section 9.1, none of the Sellers or the Acquired Companies shall permit their respective controlling persons, equity holders, employees, officers, directors, advisors, agents, Subsidiaries or Affiliates to: (a) encourage, initiate, solicit, entertain, negotiate, accept, discuss or participate in any way in, directly or indirectly, any proposal or offer (a “Proposal”) by a third party (other than Buyer or any other Person Buyer designates) regarding (i) the sale or license of all or any material assets of the Acquired Companies, the Acquired Assets or the Business (other than the sale of inventory in the ordinary course of business) or (ii) any sale of equity or debt securities, merger, business combination, joint venture, consolidation, public offering, recapitalization, refinancing or other similar transaction involving the Acquired Companies, the Acquired Assets or the Business (the actions referred to in clauses (i) and (ii) above, each a “Competing Transaction”), (b) provide any non-public financial or other confidential or proprietary information regarding the Acquired Companies, the Acquired Assets or the Business (including this Agreement and any other materials containing Buyer’s or its Affiliates’ proposal and any other financial information, projections or proposals regarding the Acquired Companies, the Acquired Assets or the Business) to any Person (other than to Buyer or its representatives and agents and any other Person Buyer designates and except for disclosures required pursuant to applicable Law or stock exchange requirements) or (c) take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to result in, a Competing Transaction. The Sellers, the Acquired Companies, and their respective controlling persons, equity holders, employees, officers, directors, advisors, agents or Affiliates shall immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to a Competing Transaction. Furthermore, the Sellers shall (i) immediately notify Buyer if any Seller, any Acquired Company, or any of their respective controlling persons, equity holders, employees, officers, directors, advisors, agents or Affiliates, as applicable, receives after the date hereof any indications of interest, requests for information xlix or offers in respect of a Proposal with respect to the Business, (ii) immediately notify any party with which such discussions or negotiations were being held of such termination, (iii) promptly request in writing that all Persons to whom nonpublic information concerning the Acquired Companies, the Acquired Assets or the Business has been distributed on or prior to the date of this Agreement return or destroy such information to the Sellers as soon as possible (and, if applicable under contractual arrangements between the Sellers and/or the Acquired Companies and ending on such Persons, certify as to the earlier destruction of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees such information) and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to immediately cause any third party (other than Buyer or its Representatives and any other Person Buyer designates) to advise such party cease to have any access to the Data Room and (iv) refrain from entering into any Competing Transaction or any agreement, memorandum of Seller’s obligations hereunder)understanding or letter of intent relating thereto. Notwithstanding the foregoing, initiate, engage in (i) the sale or enter into discussions license of all or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form material assets of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s Genesco and its Subsidiaries’ business, taken as a whole, or (ii) any sale of equity or any debt securities, merger, business combination, joint venture, consolidation, public offering, recapitalization, refinancing or other similar transaction involving the Acquired Business similar to any of Genesco shall not be deemed a Competition Transaction so long as such actions would not unreasonably interfere or delay 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From In consideration of the Buyer entering into this Agreement and after devoting significant time and resources towards exploring a possible transaction, until the date 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 ending on the earlier 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 Closing Date foregoing to engage in or continue any Solicitation. Each of the date this Agreement Sellers hereby represents to the Buyer that neither it, any entity within the Acquired Group nor any of their respective Affiliates, employees, legal counsel, accountants, financial advisors, consultants or other representatives is terminated pursuant now engaged in discussions or negotiations with any other party other than the Buyer with respect to Section 9.1 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 “Exclusivity Period”Acquired Group, (B) a merger, consolidation, sale of a substantial portion of the assets or any similar transaction or business combination involving any entity within the Acquired Group, (C) any other transaction involving any entity within the Acquired Group or any of their Equity Interests or assets that would have an effect similar to the transactions described in (A) or (B), Seller or (D) any other transaction that would reasonably likely have the effect of proscribing the transactions contemplated in this Agreement, including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will nota recapitalization or refinancing. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicitsolicits, induceentertains or enters into any agreement, 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 furnishes any 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) Buyer or any transaction involving the Acquired Business similar to any agent, Affiliate, representative or other designee of the transactions contemplated by this Agreement (an “Acquisition Proposal”Buyer). 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 Acquired BusinessProposal, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, discussions between or among the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSellers.

Exclusivity. (a) From and after the date of this Agreement and ending on hereof until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 (Article IX hereof, the “Exclusivity Period”)Seller shall not, nor shall the Seller (including, without limitation, for this purpose authorize or knowingly permit any of its officers, directors, representativesAffiliates or employees or any investment banker, affiliates, employees and agents) will notattorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, induceinitiate or induce the making, facilitatesubmission or announcement of any Acquisition Proposal, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage ii) participate in or enter into any discussions or negotiations withregarding, or encouragefurnish to any person any non-public information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead 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 (iii) engage in connection discussions 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 person with respect to any such transaction regarding Acquisition Proposal, except as to disclose the disposition existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, provided, that the receipt without response (except as to disclose the existence of these provisions) of an unsolicited interest of an Acquisition Proposal shall not by itself constitute a violation of this Section 5.6, (iv) endorse or 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 Sellers shall, and shall instruct, and use all reasonable efforts to 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 a portion negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the Acquired assets restrictions set forth in the preceding two sentences by any officer, director or Acquired Business other than as contemplated by this Agreement. If employee of any Seller or any such designated person receives an Acquisition Proposal of their respective Affiliates or any request for non-public information relating investment banker, attorney or other advisor or representative of any Seller or any of their respective Affiliates shall be deemed to any Acquired Assets or be a breach of this Section 5.6 by the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSellers.

Exclusivity. From Seller and after the date of this Agreement Parent will not, and ending on the earlier will not permit any of the Closing Date Group Companies or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its any of their respective officers, directors, representatives, affiliateslimited liability company managers, employees and agents) will notor other agents or representatives of Seller or Parent to, at any time prior to the termination of this Agreement under Article X, directly or indirectly, (i) 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, initiate or encourage, or provide cooperate with, or enter into any information contract, agreement or understanding related to, any Person Acquisition Proposal, or (ii) discuss or engage in negotiations 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 with, or further disclose any request for non-public information relating to the Business to, any Acquired Assets person or entity in connection with an Acquisition Proposal, in each case, other than J&J and its representatives and advisors. Seller and Parent shall, and shall cause each of the Acquired BusinessGroup Companies and their respective directors, officers, limited liability company managers, employees, agents and representatives to, cease immediately any and all existing discussions or negotiations, if any, with any third party conducted prior to the date of this Agreement with respect to any Acquisition Proposal. Seller and Parent will promptly advise J&J if any Acquisition Proposal is received by any of the Group Companies, Seller shall promptly notify Purchaser or Parent, including the terms thereof. Notwithstanding anything herein to the contrary, if Seller or Parent, or any of their respective Subsidiaries or representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or other transaction involving Parent (a “Separate Proposal”), then Seller and Parent, and, any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Person making such Acquisition Separate Proposal and any of its representatives, (ii) engage in discussions or request negotiations with any Person making such Separate Proposal and any of its representatives or (iii) enter into any transaction relating to such Separate Proposal. However, the existence of a Separate Proposal will not relieve the obligations of Seller and Parent set forth in this Agreement and any Ancillary Document to which Seller or Parent is party, including, without limitationselling the Purchased Equity, and conveying the identity Transferred Intellectual Property and (by the sale of the Person making, Purchased Equity) the entirety of the Business and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as assets of the date hereofGroup Companies, to J&J and the consummation of the other transactions contemplated by this Agreement, in each case, on the terms and conditions set forth in this Agreement.

Exclusivity. From the date hereof until the sooner of the Effective Time and after the date of termination of this Agreement in accordance with its terms and ending on subject to the earlier exercise of the Closing Date Company’s board of directors’ fiduciary duties and applicable Law, neither the Stockholder Representative nor the Company will, directly or indirectly, through any 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 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, or enter into any agreement, arrangement or understanding regarding any of the foregoing. The Company and the 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 this Agreement is terminated pursuant 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 Section 9.1 any Person (other than Parent, Merger Subsidiary and their Representatives) in the “Exclusivity Period”)Company’s Ordinary Course of Business or afford to any such other Person access to the Acquired Companies’ properties, Seller (includingbooks or records without the prior written consent of Parent. Furthermore, without limitation, for this purpose if the Company or any of its officers, directors, representativesemployees, affiliatesagents (including financial advisors) or partners receives any written communication regarding the submission of bids, employees and agents) will notoffers or proposals by, any Person with respect to, whether directly or indirectly, solicitan acquisition of any Acquired Company, induceor 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, facilitateby any means whatsoever, respond to between the date hereof and the Closing Date, then the Company shall immediately notify Parent of the receipt of such bid, offer or proposal. The Company shall give Parent prompt (other but in no event later than to advise twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any such party bid, offer or proposal by the Company or any of Sellerits 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, including proposed agreements) and (y) of the Company’s obligations hereunder)furnishing nonpublic information to, initiate, engage in or enter entering into discussions or negotiations with, such person or encouragegroup, and shall receive from such Person an executed confidentiality agreement containing terms no less favorable to the 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 provide any information toenter into a confidentiality agreement or discussions or negotiations with, any Person concerning any salein response to a bona fide, exclusive license unsolicited written bid, offer 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 proposal submitted 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofPerson.

Exclusivity. From and after After the date of this Agreement hereof and ending on prior to the earlier Closing, neither the Company or REDI nor any of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its Company’s subsidiaries nor any of their respective officers, directors, representativesmanagers, affiliatesemployees, employees advisors and agentsother agents (collectively, “Representatives”) will notwill, and each of the Company and REDI shall ask its members not to, directly or indirectly, (i) take any action to enter into, solicit, induceinitiate or encourage any Acquisition Proposal, facilitate, respond to or (other than to advise such party of Seller’s obligations hereunder), initiate, ii) engage in negotiations or enter into discussions or negotiations with, or encourage, disclose or provide furnish any nonpublic information to, any Person concerning any sale, exclusive license relating to the Company 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) REDI or any transaction involving of their respective subsidiaries or their businesses (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 Applicable 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 party) or afford access to the disposition of all properties, books or a portion records of the Acquired assets Company or Acquired Business other than as contemplated by this Agreement. If Seller REDI or any such designated person receives of their respective subsidiaries or the Applicable Business to any Person that, to the best knowledge of the Company or REDI, as applicable, may be considering making, or has made, an Acquisition Proposal or any request for non-public information relating to modification of any Acquired Assets previously received Acquisition Proposal. Each of the Company and REDI shall immediately terminate negotiations or discussions, if any, with any other Persons regarding an Acquisition Proposal. Each of the Acquired Business, Seller Company and REDI shall promptly notify Purchaser the other after receipt of such any new or modified Acquisition Proposal or request (includingProposal, without limitation, including the identity of the Person making, and the terms of, Persons making such Acquisition Proposal Proposal. For purposes of this Agreement, “Acquisition Proposal” means, with respect to the Company or requestREDI, any offer or proposal for or any indication of interest in, the purchase of or other business combination with such party’s Applicable Business or any portion thereof (whether by way of merger, sale of equity interests, asset sale, joint venture or otherwise), subject to any confidentiality obligations existing as of other than the date hereoftransactions contemplated hereby.

Exclusivity. From and after the date of this Agreement and ending on the earlier of Until the Closing Date occurs or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)in accordance with its terms, Seller (includingcovenants and agrees that neither Seller nor any of its equityholders, without limitationmanagers, for this purpose its officersmembers, directorsconsultants, representatives, affiliates, employees and agents) will notagents or otherwise will, directly or indirectly, (i) solicit, induceinitiate or encourage the submission of inquiries, facilitateproposals or offers from any Person other than Purchaser, respond Purchaser Parent or their Affiliates or representatives relating in any way to (other than to advise such party a) any investment in the Seller, (b) any acquisition of direct or indirect control of the Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition (c) the purchase of any Acquired Assets (other than sales of Acquired Products the Purchased Assets, except for inventory sold in the ordinary course of Seller’s and its Subsidiaries’ business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or other disposition of any of the Purchased Assets, or (e) any business combination or other transaction involving the Acquired Business similar to Seller, including without limitation, any merger, consolidation, acquisition, tender or exchange offer purchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the transactions contemplated by this Agreement Seller (each, an “Acquisition Proposal”). During , (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person any information for any purpose inconsistent with the Exclusivity Periodforegoing, neither Seller nor such designated persons will enter into (iii) otherwise cooperate in any Contracts way with, or make assist or participate in, facilitate or encourage, any commitments effort or attempt by any other Person to do or in connection with seek any of the foregoing or (iv) formulate or disclose any intention, plan or arrangement inconsistent with the foregoing. For the purpose of this Section 5.13Seller will (A) immediately notify Purchaser in writing if any discussions or negotiations are sought to be initiated, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets inquiry or Acquired Business shall be considered a disposition of Acquired Assets proposal is made, or Acquired Business. Seller represents that neither it nor any of its employees, agents, representatives, directors or affiliates information is party to or bound requested by any Contract Person 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 proposal which could lead to any Acquired Assets or the Acquired Businessan Acquisition Proposal, Seller shall promptly (B) immediately notify Purchaser of such all material terms of any Acquisition Proposal or request (including, without limitation, including the identity of the Person making, and making the terms of, such Acquisition Proposal or request)the request for information, subject and (C) in the event a third party makes a written offer or proposal to the Seller or any of the members of Seller with respect to any confidentiality obligations existing as Acquisition Proposal, the Seller will promptly send to Purchaser a complete copy of any such written offer or proposal. The Seller shall, and shall use commercially reasonable efforts to ensure that its managers, members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any Persons with respect to any Acquisition Proposal.

Exclusivity. From and after the date of this Agreement and ending on Prior to the earlier of the Contribution Closing Date ---- ----------- or the date termination of this Agreement is terminated pursuant Agreement, unless otherwise mutually agreed in writing by XXXX and Xxxxxxx Xxxxxx, each of the Investors (in their individual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to Section 9.1 effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the “Exclusivity Period”equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), Seller (ii) vote or consent (or cause to be ------------------------------ voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 case of Seller’s Xxxxxxx Xxxxxx, the warrant to acquire 364,884 shares of CBRE Common Stock held by Xxxxxxx Xxxxxx) and its Subsidiaries’ business(iv) 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 not enter into any Contracts agreement, commitment or make any commitments to do or in connection arrangement that is inconsistent 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on Effective Date until the earlier of the Closing Date or the date termination of this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Agreement, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) agrees that it will not, and will cause its Affiliates not to, directly or indirectly, (i) encourage, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or encourage, or provide any 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 Business or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Proposal for as long as this Agreement remains in effect. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, 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 equity securities in Seller or the Acquired Companies; or (iii) the sale, exclusive license lease, exchange or other form of disposition of any Acquired material portion of the Company’s Assets (other than sales outside 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Closing, Seller will not (includingand Seller will not permit or authorize, without limitationas applicable, for this purpose any of its officersAffiliates, directors, representativesofficers, affiliatesstockholders, employees employees, agents, consultants and other advisors and representatives to), directly or indirectly (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer, (b) enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract, (c) furnish to any Person any non-public information or grant any Person access to its properties, books, Contracts, personnel and records, or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, acquisition agreement, option agreement or other similar Contract or propose, whether publicly or to any director or stockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Business or any other transaction to acquire all or any material part of the Transferred Assets, whether by merger, purchase of assets, purchase of stock, tender offer, license or otherwise, other than with Buyer. Seller will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with Buyer) that are the subject of clauses (a) or (b) above and will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If Seller or any of its Affiliates, directors, officers, stockholders, employees, agents) will not, consultants or other advisors and representatives receives, prior to the Closing, any offer, proposal or request, directly or indirectly, solicit, induce, facilitate, respond to of the type referenced in clause (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 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’ businessa) 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 b) above or any request for non-public information relating to any Acquired Assets disclosure or the Acquired Businessaccess as referenced in clause (c) above, Seller shall promptly will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify Purchaser of such Acquisition Proposal or request (includingBuyer thereof, without limitation, including information as to the identity of the offeror or Person makingmaking any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and the terms of, such Acquisition Proposal or other information related thereto as Buyer may reasonably request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From Seller shall not, and after it shall instruct its subsidiaries, and their respective officers, directors, employees, representatives, agents not to, directly or indirectly, for or on its behalf (i) initiate, solicit or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, or business combination of Seller or any of its subsidiaries, or the date sale of this Agreement and ending on the earlier assets representing a substantial portion of the Closing Date assets of Seller and its subsidiaries, taken as a whole, or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)sale of shares of capital stock of Seller or any of its subsidiaries subsidiary, Seller (including, without limitation, for by way of a tender offer or exchange offer by any Person (any of the foregoing inquiries or proposals being referred to in this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunderAgreement as an "Acquisition Proposal"), initiate, (ii) engage in negotiations or enter discussions concerning, or provide to any Person or entity any Confidential Information or data relating to Seller or any of its subsidiaries for the purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries or the making of any Acquisition Proposal, (iii) agree to, approve or recommend any Acquisition Proposal, or (iv) take any other action inconsistent with the obligations and commitments assumed by Buyer pursuant to this Section 5.4 provided, however, that nothing contained in this Agreement shall prevent Seller or its Board of Directors from furnishing Confidential Information to, or entering into discussions or negotiations with, any person or encourage, or provide any 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 entity in connection with an unsolicited bona fide written Acquisition Proposal to Seller or its stockholders, if and only to the extent that (1) the Board of Directors of Seller determines in good faith (after consultation with outside legal counsel) that such action is required for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and (2) prior to furnishing such Confidential Information to, or entering into discussions or negotiations with, such person or entity, Seller receives from such person or entity an executed confidentiality agreement. Seller and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations by Seller, its subsidiaries, or any of their respective officers, directors, employees, representatives or agents with any parties conducted heretofore with respect to 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 Seller shall (i) promptly notify Buyer in writing after receipt by Seller or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor any of its subsidiaries or their respective officers, directors, employees, agents, representatives, directors representative or affiliates is party to or bound by agents of 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 inquiries indicating that any Person is considering making or wishes to make an Acquisition Proposal, which notification shall be in writing and shall contain the principle financial terms of any such Acquisition Proposal, and (ii) promptly notify Buyer in writing after receipt of any request for non-public information Confidential Information relating to it or any Acquired Assets of its subsidiaries or the Acquired Businessfor access to its or any of its subsidiaries' properties, Seller shall promptly notify Purchaser of such Acquisition Proposal books or request (including, without limitation, the identity of the Person records by any person that may be considering making, and the terms ofor has made, such an Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofProposal.

Exclusivity. From During the period between signing and after Closing, (a) each of the Company, Shareholder Representative and Shareholders will, and will cause their representatives to, immediately cease any existing discussion or negotiation with any Persons (other than Buyer and its Affiliates) conducted prior to the date of this Agreement and ending on the earlier hereof with respect to any proposed, potential or contemplated acquisition of the Closing Date Shares, the assets of any Acquired Company (other than assets disposed of in the Ordinary Course), any Acquired Company, or the date this Agreement is terminated pursuant to Section 9.1 any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution Execution Version involving any Acquired Company (the an “Exclusivity PeriodAcquisition Transaction”); and (b) each of the Acquired Companies, Seller Shareholder Representative and Shareholders will refrain, and will cause each representative of the Company (includingincluding the Company Subsidiaries), without limitation, for this purpose its officers, directors, representatives, affiliates, employees Shareholder Representative and agents) will notShareholders to refrain from taking, directly or indirectly, solicit, induce, facilitate, respond any action (i) to solicit or initiate the submission of any proposal or indication of interest relating to an Acquisition Transaction with any Person (other than Buyer and its Affiliates); (ii) to advise such party of Seller’s obligations hereunderparticipate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an Acquisition Transaction with any Person (other than Buyer or its Affiliates), initiate; (iii) to authorize, engage in in, or enter into discussions any agreement or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets understanding (other than sales of Acquired Products in the ordinary course of Seller’s and with Buyer or its Subsidiaries’ businessAffiliates) with respect to an Acquisition Transaction (or any transaction involving proposal or indication of interest relating thereto); (iv) to merge, consolidate, or combine, or to permit any other Person to merge, consolidate or combine with, any Acquired Company; or (v) to enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to an Acquisition Transaction. If any proposal or offer for an Acquisition Transaction is received by the Acquired Business similar to Company or any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During Shareholders following the Exclusivity Perioddate hereof, neither Seller nor such designated persons will enter into any Contracts or make any commitments the Company and the Shareholders agree to do or promptly notify Buyer in connection with any writing, disclose the material terms 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 offer 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request proposal (including, without limitation, including the identity of the Person makingprospective purchaser) to Buyer, and the terms ofCompany and the Shareholders will notify any prospective purchaser of their obligation hereunder. For the sake of clarity, such Acquisition Proposal or request)the restrictions on the actions of the Acquired Companies, subject the Shareholders and Shareholder Representative, and their respective representatives under this Section 6.14 will also apply to any confidentiality obligations existing as of the date hereofunsolicited proposal with respect to an Acquisition Transaction.

Exclusivity. From and immediately after the date execution and delivery of this Agreement and ending on through the Closing (or the earlier termination of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”Article VIII), Seller (includingthe Company will not, without limitationand the Company will cause its Subsidiaries not to, for this purpose and will not authorize or permit any of its or their directors, partners, officers, directorsmanagers, representativesemployees, affiliatesagents, employees and agents) will notAffiliates or Advisors to, directly or indirectly, take any action to solicit, induceencourage, support, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, initiate or engage in or enter into discussions or negotiations with, or encourage, or provide any information to, or otherwise cooperate in any way with, or accept any proposal or offer from, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales Buyer, Merger Sub and their respective Advisors acting in such capacity) concerning any merger or recapitalization involving the Company or its Subsidiaries, any sale of Acquired Products the Common Stock or other equity interests of the Company or its Subsidiaries, any sale of all or a material portion of the assets or equity interests of the Company or its Subsidiaries or any similar transaction involving the Company or its Subsidiaries (other than inventory and equipment sold in the ordinary course of Seller’s business) (an "Acquisition Transaction"). Upon execution of this Agreement the Company will, and will cause its Subsidiaries and their respective officers, directors, Affiliates and Advisors to, immediately cease and cause to be terminated any and all negotiations or discussions with any third party regarding any proposal concerning any Acquisition Transaction, including any access to any online or other datasites. From immediately after the execution and delivery of this Agreement and through the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Company will, and will use reasonable best efforts to cause its Subsidiaries 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 Periodand their directors, 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 5.13partners, 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 officers, managers, employees, agents, representativesAffiliates and Advisors to, directors promptly (and in no event later than 24 hours after receipt thereof) notify Buyer in writing (including by electronic mail) of any proposal, offer, inquiry or affiliates is party notice concerning an Acquisition Transaction or that would reasonably be expected to or bound by any Contract with respect lead to a proposal relating 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 Transaction, or any request for non-public information relating from a Person in respect of an Acquisition Transaction (including the material terms thereof and a copy of any written proposal, offer or request) that is received by the Company or any Affiliate, Advisor or representative of the Company. The Company will use reasonable best efforts to keep Buyer informed on a reasonably current basis (and, in any event, within 24 hours) of the status and details of any material modifications to any Acquired Assets or the Acquired Businesssuch proposal, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal offer or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From The Seller and after the date of this Agreement API will not (and ending on the earlier will not cause or permit any of the Closing Date Company and the Subsidiaries to, and the Seller and API shall not permit or cause any of their respective officers or directors to, and the date this Agreement is terminated pursuant to Section 9.1 Seller and API shall direct their employees, agents and representatives (the “Exclusivity Period”)including any investment banker, Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agentsattorney or accountant retained by either of them) will notnot to, directly or indirectly, solicit, induceinitiate, facilitateor encourage the submission of any proposal, respond inquiry or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of any of the Company and the Subsidiaries (other than including any acquisition structured as a merger, consolidation, share exchange or similar transaction) (any such proposal or offer being hereinafter referred to advise such party as an "Acquisition Proposal"). Neither the Seller nor API will (and each of Seller’s obligations hereunderthem will cause the Company and the Subsidiaries not to), initiateand API will not permit or cause any of its officers and directors to, and the Seller shall direct its employees, agents and representatives (including any investment banker, attorney or accountant retained by it) not to, directly or indirectly, engage in or enter into discussions or any negotiations with, or encourageconcerning, or provide any confidential 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request data (including, without limitation, Confidential Information) to, or have any discussions with, any Person relating to an Acquisition Proposal, whether made before or after the identity date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. API will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. API agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.10. The Seller will notify the Buyer immediately if any such inquiries, proposals or offers are received by, any such information requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person making, and the material terms of, such and conditions of any proposals or offers. The Seller also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information (including, without limitation, Confidential Information) heretofore furnished to such Person by or request), subject to any confidentiality obligations existing as on behalf of the date hereofCompany or any of its Subsidiaries.

Exclusivity. From and after the date hereof (and, with respect to the Shareholders’ Representative, from and after the date of effectiveness of Shareholder approval of this Agreement) until the earlier of (a) the Closing or (b) the termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 7.1 hereof (the “Exclusivity Period”), Seller neither the Company, GFA Brands nor the Shareholders’ Representative (includingacting in any capacity, without limitation, for this purpose including individually on its officers, directors, representatives, affiliates, employees and agentsown behalf) will not, directly or indirectly, shall solicit, inducenegotiate, facilitate, respond act upon or entertain in any way an offer from any other Person to (other than to advise such party purchase all or any part of Seller’s obligations hereunder), initiate, engage in the securities or enter into discussions assets of the Company or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets GFA Brands (other than sales of Acquired Products assets in immaterial amounts or in the normal and ordinary course of Seller’s and its Subsidiaries’ businessbusiness of the Company), or furnish any information to any other Person in that regard. The Company will promptly (within 24 hours) notify Parent upon receipt of any unsolicited offer to purchase any such securities, assets, or any transaction involving the Acquired Business similar to any portion thereof, and further will notify Parent of the transactions contemplated by this Agreement (an “Acquisition Proposal”)proposed terms and conditions thereof. In addition, the Company, GFA Brands and the Shareholders’ Representative will immediately terminate and cease any existing discussions, negotiations, or other activities with respect to the sale of any securities or all or any material part of the assets of the Company or GFA Brands other than sales of assets in the normal and ordinary course of business consistent with past practices. The Company hereby represents and warrants that neither it nor GFA Brands is obligated to sell to or discuss with any other potential purchaser the sale of all or any portion of the securities or all or any material part of the assets of the Company or GFA Brands, other than sales of assets in the normal and ordinary course of business consistent with past practices. During the Exclusivity Period, neither Seller nor such designated persons Parent will enter into not solicit, negotiate, investigate, act upon or entertain in any Contracts way the purchase of any business (other than the Company). In addition, Parent will, and will cause its respective officers, directors, affiliates and agents to, immediately terminate and cease any existing discussions, negotiations, 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 other activities with respect to the purchase of any such transaction regarding the disposition of securities or all or a portion any material part of the Acquired assets or Acquired Business of any other 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or requestCompany), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Agreement, Seller (includingshall not, without limitation, for this purpose and shall cause its officers, directors, representatives, affiliates, employees Affiliates and agents) will notits and its Affiliates’ respective Representatives not to, directly or indirectly, (a) solicit, induceinitiate, facilitateencourage or facilitate any inquiry, respond indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of properties or assets (other than to advise such party of Seller’s obligations hereunderthe extent expressly permitted under Section 7.1(a)(xvi)(A)) (including any reinsurance transaction), initiate, engage in sale of Equity Interests (including by way of a tender or enter into discussions or negotiations withexchange offer), or encourage, or provide any 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) similar transaction involving HRS or any transaction involving the Acquired Business similar to any part of the transactions contemplated by this Agreement Business (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will (b) participate in or attend any discussions or negotiations or enter into any Contracts agreement, arrangement or make understanding, whether or not legally binding, with, or provide or confirm any commitments information to, any Alternate Bidder relating to do or in connection with any of Acquisition Proposal by such Alternate Bidder or (iii) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or enter into or consummate any transaction contemplated by any Acquisition Proposal with any Alternate Bidder. In 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 event that Seller 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 Affiliates or any such designated person of its or its Affiliates’ respective Representatives receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired BusinessProposal, Seller shall promptly notify Purchaser Buyer of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. Seller shall promptly request that all Alternate Bidders who executed a confidentiality agreement with HFSG or its Affiliates in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement”) return, or request (includingdestroy, without limitation, the identity all confidential information heretofore furnished to such Alternate Bidder by or on behalf of the Person making, and Seller or its Affiliates subject to the terms of, of such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSeller Confidentiality Agreement.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 5.135.8, any license of significant Intellectual Property Assets Acquired Corporation IP 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From Each Acquired Company and after each Seller, on behalf of themselves and their respective Affiliates, agree that, during the date pendency of this Agreement and ending on the earlier Agreement, neither they nor any of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its their respective officers, directors, representativesemployees, affiliatesstockholders, employees and partners, members, agents) will not, financial advisors, consultants, attorneys, accountants, representatives or other advisors will, directly or indirectly, indirectly (i) solicit, induceinitiate, facilitate, respond to or encourage (other than to advise such party including by way of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide furnishing any information to, any Person concerning any sale, exclusive license relating to the Acquired Companies or other form of disposition the Purchased Assets or the Acquired Businesses) the submission of any Acquisition Proposal with respect to the Acquired Companies, and/or Purchased Assets (other than sales of Acquired Products than, with respect to Inventory, in the ordinary course of Seller’s business) or accept any such Acquisition Proposal; (ii) participate in any discussions, negotiations or other communications (as a sender thereof) regarding, or furnish to any Person any information with respect to, or take any other action to knowingly facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, or otherwise knowingly cooperate in any way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourage any effort or attempt by any other Person to seek to do any of the foregoing; or (iii) enter into any agreement with respect to any Acquisition Proposal. Immediately following the execution and delivery of this Agreement, each Seller shall, and each Seller and each Acquired Company shall cause its 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 Periodrespective officers, 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 5.13directors, 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, partners, members, agents, representativesfinancial advisors, directors consultants, attorneys, accountants, representatives or affiliates is party other advisors to, cease and cause to or bound by be terminated all existing discussions, negotiations and other communications with any Contract Persons conducted heretofore with respect to any Acquisition Proposal. The Acquired Companies and each Seller shall, as promptly as practicable (and in any event within two (2) days after such transaction regarding the disposition of all party obtains knowledge thereof), notify Parent if any other bona fide proposals or a portion of the offers for any Acquired assets Company or any Purchased Assets or any Acquired Business other than as contemplated are made, including the terms and conditions of such inquiry or proposal (unless such disclosure is prohibited by this Agreementa confidentiality agreement executed prior to the date hereof). If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to Neither any Acquired Company nor any Seller shall release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party pertaining to an Acquired Company or the Purchased Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofBusinesses.

Exclusivity. From The Company and after Stockholders severally and not jointly covenant and agree that neither the date of this Agreement and ending Company nor any Stockholder nor anyone acting on the earlier of the Closing Date or the date this Agreement their behalf is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notcurrently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall the Company, any Stockholder or anyone acting on their behalf, directly or indirectly, (a) encourage, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage initiate or participate in or enter into discussions or negotiations with, or encourage, or provide any information toto or cooperate in any manner with any Person, other than Buyer or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets the Company’s assets (other than sales of Acquired Products Inventory in the ordinary course of Seller’s and its Subsidiaries’ business) ), the Shares or any transaction involving the Acquired Business similar to any capital stock or other securities of the transactions contemplated by this Agreement Company, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (an “Acquisition Proposal”). During b) otherwise solicit, initiate or encourage the Exclusivity Period, neither Seller nor such designated persons will enter into submission (or attempt to submit) of any Contracts inquiry or make proposal contemplating the sale of all or any commitments to do or in connection with any part of the foregoing. For Business, the purpose sale of this Section 5.13, any license of significant Intellectual Property Assets outside the Company’s assets (other than Inventory in the ordinary course of Seller’s and its Subsidiaries’ operation business), the Shares or any capital stock, membership interests or other securities of 41 the Company, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (iii) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company or Stockholders 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 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 foregoing and respond to any such transaction regarding the disposition of all or communication in a portion manner reasonably acceptable to Buyer. The notice of the Acquired assets or Acquired Business other than as contemplated by Company and each Stockholder under 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 Acquired Business, Seller Section 7.4 shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, include the identity of the Person makingperson making such proposal or offer, and copies (if written) or a written description of the terms of, (if oral) thereof and any other such Acquisition Proposal or information with respect thereto as Buyer may reasonably request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 Pre-Closing Period, neither Seller nor such designated persons will the Company shall (and Seller and the Company shall cause their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and other agents not to), directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing any information relating to Seller), induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or would reasonably be likely to 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 Contracts Acquisition Proposal or make any commitments letter of intent, 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 or in connection with any of the foregoing. For Seller and the purpose 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 description of this Section 5.13the material 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 proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller and the Company shall use their respective reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any license confidential information previously furnished to any such Person by Seller, the Company or any of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Businessother agents. Seller represents that neither it nor shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement with respect to an Acquisition Proposal to which Seller or any of its employees, agents, representatives, directors or affiliates Subsidiaries 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (includingparty, without limitation, the identity prior written consent of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofBuyer.

Exclusivity. From and after the date of this Agreement Agreement, Seller, FGWLA, CLAC and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will their Affiliate shall not, directly or indirectly, through any director, officer, employee, shareholder, financial advisor, representative or agent of such Person (i) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, aid or encourage (including by way of furnishing information or advice) or take any other action to facilitate any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of assets or properties, sale of shares of capital stock (including by way of a tender or exchange offer), or similar transaction involving any part of the Acquired Operations (an “Acquisition Proposal ”), (ii) engage in negotiations or enter into discussions with any Person (or negotiations with, group of Persons) other than Purchaser or encourageits advisors (an “Alternate Bidder ”) concerning, or provide any nonpublic information or advice to any Person relating to, any Person Acquisition Proposal, (iii) continue any prior discussions or negotiations with any Alternate Bidder concerning any saleAcquisition Proposal or (iv) accept, exclusive license or other form of disposition of enter into any Acquired Assets contract (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) whether or any transaction involving the Acquired Business similar to any not contingent upon consummation of the transactions contemplated by this Agreement (an “Agreement) concerning, any 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 Proposal with any of the foregoing. For the purpose of this Section 5.13, Alternate Bidder or consummate 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 Acquisition Proposal other than as contemplated by this Agreement. If Seller In the event that any of Seller, FGWLA, CLAC or any such designated person their Affiliate receives an Acquisition Proposal, the Person receiving such Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. Seller, FGWLA, CLAC and their Affiliate shall request that all Alternate Bidders who executed a confidentiality agreement in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement ”) return, or request (includingdestroy, without limitationall confidential information heretofore furnished to such Alternate Bidder by or on behalf of Seller, FGWLA, CLAC, the identity of the Person making, and Seller Subsidiaries or their Affiliates subject to the terms of, of such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSeller Confidentiality Agreement.

Exclusivity. (a) From and after the date of this Agreement and ending on the earlier of hereof until the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), no Seller or Principal shall (includingi) authorize, without limitation, for this purpose direct or permit any of its officers, directors, representatives, affiliates, employees and agents) will not, or their respective Representatives or Affiliates to take any action to directly or indirectly, indirectly solicit, induceinitiate, seek, encourage, facilitate, approve, endorse, recommend or respond to any inquiry, proposal, or offer (other than to advise such party of Seller’s obligations hereunder)whether formal or informal, initiatewritten, engage oral or otherwise) from, or participate in or enter into any discussions or negotiations with, any third party regarding any (A) direct or encourageindirect acquisition or sale of any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or provide listing on any information to, securities exchange of any Person concerning portion of the membership interests or voting power of any Seller (whether by sale, exclusive license assignment, issuance, proxy, pledge, encumbrance or otherwise, other than the issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other form equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any Acquired Assets material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such transaction described in clauses (A), (B), (C) or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than sales of Acquired Products the Purchaser or its Representatives); or (iii) engage in discussions or negotiations with any Person (other than the ordinary course of Seller’s Purchaser and its Subsidiaries’ businessRepresentatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or any transaction involving the Acquired Business similar to any negotiations in progress as of the transactions contemplated by date of this Agreement (shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an “agreement concerning any Third Party Acquisition Proposal”)during the Exclusivity Period. During the Exclusivity Period, neither no Seller nor such designated persons will enter into or Principal shall authorize, direct or cause any Contracts of their respective Representative or make Affiliates to continue or participate in any commitments to do negotiations or in connection discussions with any of the foregoing. For Person for the purpose of this Section 5.13effecting an acquisition, joint venture with or strategic investment in any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets other Person or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Businessbusiness. 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 non4306983-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.11

Exclusivity. From and after the date of this Agreement and ending on Prior to the earlier of the Contribution Closing Date or the date termination of this Agreement is terminated pursuant Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in their xxxividuxx xxxxxxxxxx as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to Section 9.1 effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the “Exclusivity Period”equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), Seller (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 case of Seller’s Freeman Spogli, the warrant to acquire 364,884 shares of XXXX Xxxxxx Xtock held by Freeman Spogli) and its Subsidiaries’ business(iv) 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 not enter into any Contracts or make any commitments to do or in connection agreement, cxxxxxxxxx xx xrrangement that is inconsistent 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on hereof until the earlier of the Closing Date or and the date termination of this Agreement is terminated pursuant to Section 9.1 in accordance with the terms and conditions of Article IX, the Company shall not (and the “Exclusivity Period”Company shall cause its Subsidiaries, including the Sellers and the Group Companies and shall direct their respective Representatives not to), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, (a) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in facilitate or enter into discussions encourage the submission of any proposal or negotiations withoffer from any third party relating to any direct or indirect, merger, consolidation, reorganization or acquisition of any Equity Interests of the Group Companies, assets of the Group Companies, or encouragethe Xxxxxxxx Real Estate Assets, or provide any information toin each case, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products inventory and other assets in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any , assets of the transactions contemplated by this Agreement Business or the Group Companies (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will (b) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal (d) execute or enter into any Contracts letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or make other similar agreement with any commitments third party relating to any Acquisition Proposal, or (e) otherwise resolve, propose or agree to do or in connection with any of the foregoing. For Without limiting 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 generality of the Acquired Assets foregoing, the Company shall, and the Company shall cause its Subsidiaries and their respective Representatives to, (i) immediately cease and cause to be terminated any existing discussions or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that neither it nor negotiations with any of its employees, agents, representatives, directors or affiliates is party Person conducted prior to or bound by any Contract the date hereof with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business Acquisition Proposal and shall discontinue access by any Person (other than as contemplated Buyer and its Representatives) to any data room (virtual or otherwise) established by this Agreement. If Seller the Company or any of its Representatives for such designated person receives purpose, and (ii) promptly notify Buyer orally and in writing of receipt by the Company or any of its Subsidiaries or any of their respective Representatives of any proposal that constitutes an Acquisition Proposal or any request for non-public information relating including the terms hereof, and provide to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser Buyer a copy of such Acquisition Proposal inquiry or request (includingproposal, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofif in writing.

Exclusivity. From and after the date of this Agreement until the earlier of the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Assets or the Product Line, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each of the foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and ending on 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, 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, (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 date this Agreement is terminated pursuant to Section 9.1 receipt of any proposal or offer (the “Exclusivity Period”formal or informal, oral, written or otherwise), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in any inquiry or enter into discussions or negotiations with, or encourage, or provide any information to, contact with any Person concerning with respect thereto, regarding any sale, exclusive license Acquisition Proposal 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 request for information in connection with any a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the foregoing. For the purpose terms of this Section 5.137.10. Without limiting the foregoing, it is understood that any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation violation of the Acquired Assets restrictions set forth in this Section 7.10 by any Representative, whether or Acquired Business not such Person is purporting to act on behalf of Seller or otherwise, shall be considered deemed to be a disposition breach 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 this Section 7.10 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSeller.

Exclusivity. From Seller and after Parent will not, and will not permit the date Company or any of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its respective officers, directors, representatives, affiliateslimited liability company managers, employees and agents) will notor other agents or representatives of Seller or Parent to, at any time prior to the termination of this Agreement under Article X, directly or indirectly, (i) 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, initiate or encourage, or provide cooperate with, or enter into any information contract, agreement or understanding related to, any Person Acquisition Proposal, or (ii) discuss or engage in negotiations 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 with, or further disclose any request for non-public information relating to the Business to, any Acquired Assets person or entity in connection with an Acquisition Proposal, in each case, other than J&J and its representatives and advisors. Seller and Parent shall, and shall cause the Acquired BusinessCompany and their respective directors, officers, limited liability company managers, employees, agents and representatives to, cease immediately any and all existing discussions or negotiations, if any, with any third party conducted prior to the date of this Agreement with respect to any Acquisition Proposal. Seller and Parent will promptly advise J&J if any Acquisition Proposal is received by the Company, Seller shall promptly notify Purchaser or Parent, including the terms thereof. Notwithstanding anything herein to the contrary, if Seller or Parent, or any of their respective Subsidiaries or representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or other transaction involving Parent (a “Separate Proposal”), then Seller and Parent, and, any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Person making such Acquisition Separate Proposal and any of its representatives, (ii) engage in discussions or request negotiations with any Person making such Separate Proposal and any of its representatives or (iii) enter into any transaction relating to such Separate Proposal. However, the existence of a Separate Proposal will not relieve the obligations of Seller and Parent set forth in this Agreement and any Ancillary Document to which Seller or Parent is party, including, without limitationselling the Purchased Equity, and conveying the identity Transferred Intellectual Property and (by the sale of the Person making, Purchased Equity) the entirety of the Business and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as assets of the date hereofCompany, to J&J and the consummation of the other transactions contemplated by this Agreement, in each case, on the terms and conditions set forth in this Agreement.

Exclusivity. From and Immediately after the date execution of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Agreement, Seller (includingand the Company shall, without limitation, for this purpose its and shall cause each Seller Party and the respective officers, directors, representativesemployees, affiliatesinvestment bankers, employees attorneys, accountants and agentsother agents of Seller, the Company, the Continuing Subsidiaries, each other Seller Party and each of their Affiliates (collectively, “Representatives”) will notto cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and shall notify each such Person that it, or any Affiliate, officer, director, investment advisor, financial advisor, attorney or other representative retained by it, no longer seeks or requests the making of any Acquisition Proposal, and, if permitted, withdraws any Consent theretofore given to the making of an Acquisition Proposal. No Seller Party shall, directly or indirectly, and each Seller Party and their Affiliates shall cause their respective Representatives not to, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in initiate or enter into conduct any discussions or negotiations with, or encourage, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement or understanding with, any Person or group of Persons regarding any Acquisition Proposal. Seller shall promptly (and in any event within two (2) Business Days) notify Buyer of the receipt by any Seller Party, their Affiliates or any of their respective Representatives of any inquiries, or proposals or requests for information concerning an Acquisition Proposal. The foregoing restrictions shall not apply to (i) any sale, exclusive license sale of stock or other form of disposition of any Acquired Assets (other than sales of Acquired Products equity interests in the ordinary course of Seller’s and its Subsidiaries’ business, (ii) a merger, consolidation, share exchange, business combination, or any other similar transaction involving the Acquired Business similar Seller (but not directly involving the Company or any Continuing Subsidiary), or (iii) any actions related to the Transfer or any other sale or disposition 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 Transferred Subsidiaries 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofTransferred Assets.

Exclusivity. From and after the date of this Agreement and ending on the earlier of the Closing Date hereof, neither Shareholder nor Seller will, directly or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)indirectly: initiate, Seller solicit or knowingly encourage (including, without limitation, for this purpose its officersby way of furnishing information or assistance), directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, take any other action to facilitate, respond any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Transaction (as defined below); negotiate or have any discussions with any Person in furtherance of such inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the foregoing, or authorize any of its Representatives to take any such action, and will direct its Representatives not to take any such action, and Seller will notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any of such matters. For purposes of this Agreement, “Alternative Transaction” means any of the following involving Seller, the Acquired Assets or the Business, on the one hand, and any Person (other than to advise such party Buyer or any of Seller’s obligations hereunderits Affiliates), initiateon the other hand: any merger, engage in consolidation, share exchange or enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any other business combination; a sale, exclusive license lease, license, exchange, mortgage, pledge, transfer 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) ; a sale of shares of Seller (or securities convertible or exchangeable into or otherwise evidencing, or any transaction involving agreement or instrument evidencing, the Acquired Business similar right to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”acquire shares). During the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or In furtherance and not in connection with any limitation of the foregoing. For the purpose of this Section 5.13, Shareholder and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, discussions or negotiations with any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets other bidder 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request prospective acquirer (including, without limitation, the identity any Representatives, advisors or financing sources of or to any of such other bidders or prospective acquirers, in their capacity as such) of the Person makingAcquired Assets or the Business (collectively, the “Other Bidders”); (ii) immediately terminate access by such Other Bidders to any due diligence materials (including, without limitation, electronic or online data rooms), and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as management personnel and facilities of the Business; and (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders.

Exclusivity. From and after the date of this Agreement and ending on the earlier of until the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”)Date, Seller (includingand the Companies shall not, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will notshall not authorize or permit any of their respective Representatives to, directly or indirectly, (a) solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in encourage, facilitate or continue inquiries regarding the submission of any proposal or offer from any other Person relating to a potential business combination with or acquisition of the Companies or the Business (whether by way of merger, purchase of Equity Interests, purchase of assets, or otherwise) or any portion of the Equity Interests or assets of the Company and any of its Subsidiaries (a “Competing Transaction”), (b) participate in, enter into or continue any activities, discussions, negotiations or agreements regarding a Competing Transaction, or (c) provide information regarding a Company or the Business to, or enter into discussions or negotiations agree to enter into any Contract with, or encourageany Person, or provide any 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 Purchaser and its Subsidiaries’ businessRepresentatives in connection with a possible Competing Transaction with such Person; provided, that, the foregoing shall not prohibit a sale of equity interests or assets of (whether by way of merger, purchase of equity interests, purchase of assets or otherwise) Seller Parent, its Affiliates or Subsidiaries (excluding the Companies) or any transaction involving the Acquired Business similar to other businesses of any of the foregoing, so long as such transaction would not reasonably be expected to prohibit or materially delay or impede Seller’s ability to consummate the transactions contemplated by this Agreement or prevent Seller or Seller Parent from carrying out the transactions contemplated by this Agreement (each, an “Acquisition ProposalExcepted Transaction”). During In furtherance of the Exclusivity Periodforegoing, neither from the date of this Agreement until the Closing Date, Seller nor and Seller Parent shall not affirmatively solicit a Competing Transaction (other than an Excepted Transaction) at the direction of the board of directors of Seller Parent (together with any such designated persons will enter into solicitation or any Contracts affirmative commitment to solicit a Competing Transaction (other than an Excepted Transaction) pursuant to the requirements of or make undertaken as a result of any commitments Order, a “Prohibited Solicitation”). Seller and the Companies shall, and shall cause their Representatives to, immediately cease and or cause to be terminated any existing activities, discussions, and negotiations with any other Person with respect to, or that would reasonably be expected to lead to, any of the foregoing, and shall promptly take all steps necessary (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) to require any Person that has executed a confidentiality or non-disclosure agreement within the 6-month period prior to the date of this Agreement in connection with any actual or potential Competing Transaction (other than an Excepted Transaction) to return or destroy all such information or documents or material incorporating confidential information in the possession of such Person or its Representatives, and shall enforce all such confidentiality agreements. Seller and the Companies shall promptly advise Purchaser orally and in writing of the foregoing. For receipt by Seller, the purpose of this Section 5.13Companies, 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 employeestheir Representatives of any oral or written communication, agentsproposal, representativesoffer, directors or affiliates is party to or bound by inquiry from any Contract with respect to any such transaction other Person regarding the disposition of all or a portion of the Acquired assets or Acquired Business Competing Transaction (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 Acquired BusinessExcepted Transaction), Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, including the identity of the Person making, making the same and the material terms of, such Acquisition Proposal and conditions of any proposal or request), subject to any confidentiality obligations existing as of the date hereofoffer.

Exclusivity. From (a) The Company agrees that, from and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article V, neither it nor any Company Subsidiary nor any of the officers and directors of it or any Company Subsidiary shall, and that it shall direct and cause its and the Company Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any Company Subsidiary) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage (including by way of furnishing information), facilitate or induce any inquiry, proposal or offer with respect to, or the making, completion, submission or announcement of, any inquiry, proposal or offer that constitutes, or could reasonably be expected to result in, an Acquisition Proposal (b) (as hereinafter defined), (ii) initiate any discussion with or provide any confidential information or data to any person relating to or in connection with an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement contemplating or otherwise relating to any Acquisition Proposal, or (v) propose or agree to do any of the foregoing related to any Acquisition Proposal. The Company shall, and shall cause its officers, directors, agents and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will 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 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 parties conducted heretofore with respect to any such transaction regarding Acquisition Proposal, and, as promptly as practicable (but in any event within twenty-four (24) hours), provide to the disposition of Investor 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 or confidential information relating provided to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of such parties in connection with their Acquisition Proposal (other than non-public or request (including, without limitation, confidential information which has been previously provided to the identity of the Person making, and the terms of, such Acquisition Proposal or requestInvestor in connection with this Agreement), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. From and after the date of this Agreement and ending on Until the earlier of the Closing Date (i) consummation of the Closing, or the date (ii) termination of this Agreement is terminated pursuant to in accordance with Section 9.1 (the “Exclusivity Period”)21 below, Seller (includingshall not, without limitationnor shall it authorize or permit any of its owners, for this purpose managers, officers or employees to, and Seller shall use its officerscommercially reasonable efforts to cause any investment banker, directorsfinancial advisor, representativesattorney, affiliates, employees and agents) will notaccountant or other representative acting on behalf of it or any of its subsidiaries not to, directly or indirectly, (i) solicit, induceinitiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, respond any inquiries or the making of any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding a Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of Seller, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller, in each case 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 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 provided that a description of a potential liquidation and dissolution of Seller following the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments Closing that is included in the Information Statement provided to do or in connection with any of the foregoing. For the purpose Seller’s members pursuant to Section 8(l) below shall not constitute a breach of this Section 5.138(d)). In addition, any license Seller shall as promptly as practicable advise Globalstar, orally and in writing, 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 or of any Acquired Assets Seller Acquisition Proposal (and in any case within 24 hours of such request or the Acquired Businessreceipt of a Seller Acquisition Proposal), Seller shall promptly notify Purchaser the principal terms and conditions of such request or Seller Acquisition Proposal or request (including, without limitation, and the identity of the Person making, person making such request or Seller Acquisition Proposal. Seller shall keep Globalstar informed of the status and the terms of, details (including amendments or proposed amendments) of any such request or Seller Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofpromptly as practicable.

Exclusivity. From and the date hereof until the earlier of (x) the date that is 120 days after the date hereof and (y) the termination of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 (such period, the “Exclusivity Period”), Seller (includingeach Signing Stockholder shall not, without limitationand shall use its respective best efforts to cause the Company, for this purpose its officers, directorseach Company Subsidiary and each of their respective Affiliates, representatives, affiliatesofficers, employees and agents) will employees, directors or agents to not, directly or indirectly, (i) submit, solicit, induceinitiate, facilitate, respond to encourage or discuss any proposal or offer from any Person (other than to advise such party of Seller’s obligations hereunder), initiate, engage Purchaser and its Affiliates in connection with the Transactions) or enter into discussions any agreement or negotiations withaccept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any Company Subsidiary, (b) merger or consolidation involving the Company or any Company Subsidiary, (c) purchase or sale of any assets or Capital Stock (or any rights to acquire, or encourage, securities convertible into or provide any information toexchangeable for, any Person concerning such Capital Stock) of the Company or any sale, exclusive license or other form of disposition of any Acquired Assets Company Subsidiary (other than sales the purchase and sale of Acquired Products inventory, raw materials and capital equipment in the ordinary course of Seller’s business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or any Company Subsidiary (each of the foregoing transactions described in clauses (a) through (d), a “Company Transaction”) or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Purchaser and its Subsidiaries’ businessAffiliates) 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 seek to do any of the foregoing. For Each Signing Stockholder agrees to notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction. If any of the purpose provisions of this Section 5.134.5 are breached by a Signing Stockholder and the Transactions are not consummated as a result of such breach, such Signing Stockholder shall promptly reimburse USHIFU and its Affiliates for all out-of-pocket fees and expenses incurred before or after the date of this Agreement by USHIFU and its Affiliates related to the Transactions, including reasonable fees and expenses of legal counsel, accountants and other consultants and advisors retained by USHIFU and its Affiliates in connection with the Transactions. The foregoing provisions are in addition to, and not in derogation of, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s statutory or other remedy that USHIFU and its Subsidiaries’ operation Affiliates may have for a breach 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofSection 4.5.

Exclusivity. From and after the date of this Agreement and ending on until the earlier of (a) the Closing Date or (b) the date termination of this Agreement is terminated pursuant to Section 9.1 8.1 (the “Exclusivity Period”), Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) Sellers will not, directly will not permit the Acquired Companies to, and will not authorize any officer, manager, director, Affiliate, employee or indirectly, agent of Sellers or the Acquired Companies to (i) solicit, induceinitiate or encourage the submission of inquiries, facilitateproposals or offers from any Person relating to an investment in or any business combination with the Acquired Companies, respond to or the sale of a material portion of the assets and/or equity of the Acquired Companies (other than to advise such party of Seller’s obligations hereundera “Competing Transaction”), initiate, engage in or (ii) enter into or participate in any negotiations, or initiate any discussions or negotiations withcontinue any discussions initiated by others, regarding any Competing Transaction, or encourage, or provide furnish to any other Person any information to, any Person concerning any sale, exclusive license with respect to the assets or other form business 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 Companies for the purpose of pursuing a possible Competing Transaction with another party or (iii) otherwise participate in, assist, facilitate or encourage any of the transactions contemplated effort or attempt 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 other Person to do or in connection with any of the foregoing. For Sellers will not, and will not permit the purpose Acquired Companies to, directly or indirectly authorize any other Representative to take any action prohibited to Sellers, the Acquired Companies or the officers, managers, directors, Affiliates, employees, or agents of Sellers and the Acquired Companies under this Section 5.10. Sellers will, and will cause the Acquired Companies, and each of their respective officers, managers, directors, Affiliates, employees, and agents, to immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted before the date 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 Agreement with respect to any such transaction regarding Competing Transaction for the disposition of all or a portion duration 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 Acquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereofExclusivity Period.