Common use of Exclusivity Clause in Contracts

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraph.

Exclusivity. From For the period beginning on the date of this Agreement Date until the earlier to occur of the termination of Closing Date and this Agreement or being terminated in accordance with Section 9.1, except with respect to this Agreement and the ClosingTransactions, the Sellers shall agree that they will not, and shall not authorize they will cause the Company and its Subsidiaries and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or permit accounting firm retained by it or any of their Affiliates them and any individual member or Representatives employee of the foregoing) not to, directly or indirectly, solicit, (a) encourage, initiate, entertainsolicit, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, seek or participate engage in any negotiations, agreements discussions regarding the making or discussions implementation of any proposal or offer with respect to any Competing Proposed Transaction a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any offerpurchase of, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any substantial portion of the Everest Plus Business or assets of the Purchased Assets Company, in each case, not in the ordinary course of business or any investment equity or equity-linked securities of the Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the Transactions (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or have any substantive discussions with, any Person relating to a Proposal; (c) otherwise facilitate, encourage or cooperate in any effort or liquidationattempt to make, dissolution implement or recapitalization of accept a Proposal; or (d) enter into a Contract with any Seller or any Subsidiary of any SellerPerson relating to a Proposal. On the Agreement DateThe Sellers shall, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions the Company and its Subsidiaries and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or negotiations with accounting firm retained by it or any parties (other than Purchaser of them and any individual member or its Affiliates) conducted heretofore. Through the earlier employee of the Closing Date or termination of this Agreementforegoing) to, the Sellers shall promptly (and but in any event within three (3) Business Days after receipt thereof by Days) cease and direct to be terminated (a) all existing discussions, conversations, negotiations and other communications with any Persons (other than the Sellers Buyer or any of its Affiliates or its and their Representativesrepresentatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information conducted heretofore with respect to any Competing Proposed Transactionof the foregoing, (b) access of any Person (other than the Buyer or any of its Affiliates or its and their representatives) to any data room hosted in connection with any Proposal and (c) request return of or destruction of the confidential information previously provided by the Company or any of its Subsidiaries or on their behalf. The Sellers shall notify the Buyer in writing, within two (2) Business Days of the receipt of, any inquiries, proposals or offers related to a Proposal are received by, or any inquiry negotiations or contact with discussions related to a Proposal are sought to be initiated or continued with, any Person with respect Seller or any of its Affiliates, the Company or any of its Subsidiaries or any of their respective directors, officers, or managers and Affiliates or, to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity Knowledge of the proposing Company, employees or any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, to the extent permitted by applicable Law and not subject to a previously bound confidentiality obligation, identify the Person involved with, and the terms thereof; provided that this provision of, any such Proposal and shall not provide the Buyer with copies of any written materials delivered in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphconnection therewith.

Exclusivity. From The Company and the Approving Holders agree that between the date of this Agreement Date until and the earlier of the Closing and the termination of this Agreement or the ClosingAgreement, the Sellers Company and the each of the Approving Holders shall not, and shall not authorize or permit any take all action necessary to ensure that none of their the Company’s Affiliates or and Representatives to, directly or indirectly, shall (i) solicit, encourage, initiate, entertainconsider, review, accept, execute, facilitate, approve, provide encourage or accept any nonpublic information for, consider the merits of, proposal or offer that constitutes an Acquisition Proposal or (ii) participate in any negotiationsdiscussions, agreements conversations, negotiations or discussions other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Company and the Approving Holders shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Competing Proposed Transaction of the foregoing. The Company and/or the Approving Holders, as the case may be, shall notify the Parent promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any offerinquiry or other contact with any Person with respect thereto, inquiryis made. Any such notice to the Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, without the prior written consent of the Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest or proposalin, whether oral, written or otherwise, formal or informal, from any Person, relating to of the following: (A) any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger acquisition or otherwise, purchase of all or any portion of the Everest Plus Business capital stock of the Company or assets of the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties Company (other than Purchaser inventory to be sold in the ordinary course of business consistent with past practice), (B) any merger, consolidation or its Affiliatesother business combination relating to the Company or (C) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreementany recapitalization, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, reorganization or any inquiry other extraordinary business transaction involving or contact with any Person with respect otherwise relating to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphCompany.

Exclusivity. From The Company agrees that between the date of this Agreement Date until and the earlier of the Closing and the termination of this Agreement or the Closingin accordance with its terms, the Sellers Company and the Sellers’ Representative shall not, and shall use their respective commercially reasonable efforts to cause its Affiliates and their Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourage, initiate, entertainconsider, review, accept, execute, facilitate, approve, provide encourage or accept any nonpublic information for, consider the merits of, other proposals or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person (other than Parent) (i) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct acquisition or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion of the Everest Plus Business or equity of the Purchased Assets Company or any investment in of its Subsidiaries or liquidation, dissolution all or recapitalization a substantial portion of any Seller the assets of the Company or any Subsidiary of its Subsidiaries, (ii) to enter into any Sellermerger, consolidation or other business combination with the Company or any of its Subsidiaries or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or any of their respective businesses, or (iv) to effect or make further preparations for an IPO; or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person (other than Parent) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. On the Agreement Date, The Company and the Sellers’ Representative shall, and shall use their respective commercially reasonable efforts to cause its Affiliates and their such Affiliates’ respective Representatives shall to, immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties Person (other than Purchaser or its AffiliatesParent) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person foregoing. The Company shall notify Parent promptly if any proposal regarding any of the foregoing is made and shall promptly advise Parent of the contents thereof (and, if in written form, promptly provide Parent with copies thereof). Any breach of this Section 6.8 by the Sellers’ Representative, its and the terms thereof; provided that this provision Company’s respective Affiliates and Representatives, shall not in any way be deemed to limit be a breach by the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphCompany for all purposes.

Exclusivity. From During the period from the date of this Agreement Date until through the earlier to occur of the Closing Date or the termination of this Agreement or pursuant to Article 8, Sellers and the Closing, the Sellers shall Company will not, and shall not authorize or permit any they will direct all of their respective Representatives and Affiliates or Representatives not to, directly or indirectly, (i) solicit, encourage, initiate, entertaindiscuss, reviewaccept or intentionally and knowingly encourage the submission of any inquiry, accept, execute, facilitate, approve, provide proposal or offer from any nonpublic information for, consider the merits ofPerson relating to, or enter into or consummate any transaction relating to, the acquisition of any Equity Interests in the Company or any of its Subsidiaries or any sale of Assets with an aggregate fair market value in excess of $1,000,000 (other than sales of inventory in the Ordinary Course of Business), any merger, recapitalization or share exchange (with the understanding that this Section 4.3 shall not prohibit (x) the issuance or transfer of not more than 15% in the aggregate of the issued and outstanding Equity Interests of the Sellers’ Representative or of any of its equityholders or indirect beneficial owners and (y) the exercise of Company Options in accordance with Section 9.10) or any similar transaction or any other alternative to the Contemplated Transactions, (each such transaction or series of transactions other than those contemplated by this Agreement, an “Alternative Transaction”) or (ii) enter into, maintain, or continue discussions or negotiations regarding, or furnish or disclose to any Person any information in connection with, or assist or participate in, or facilitate in any negotiationsother manner, agreements or discussions with respect to any Competing Proposed Alternative Transaction or any offereffort or attempt by any Person to do or seek any of the foregoing. Without limiting the foregoing, inquiry, indication neither any Seller nor the Company nor any of interest their respective Representatives shall enter into any letter of intent or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by salepurchase agreement, merger agreement or otherwiseother similar agreement having a primary purpose of effecting, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionwhich would effect, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact Alternative Transaction with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphother than Purchaser.

Exclusivity. From the Agreement Date date hereof until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreementthe Termination Date, the Sellers Company shall not, and shall not permit any of its directors, officers or employees, or any of their respective Affiliates, agents or representatives acting on their behalf to, directly or indirectly, (a) solicit, initiate, seek or encourage any inquiry, offer or proposal from, (b) initiate or participate in any discussions or negotiations with, (c) furnish any information or documentation to, or (d) accept any offer from or enter into any agreement or understanding with, any Person (other than Parent and its Affiliates and representatives) relating to any merger, consolidation, recapitalization, sale of assets, sale of equity interests or other business combination of any kind or nature involving the Company (an “Alternative Transaction”). The Company shall, and shall cause its respective directors, officers and employees, and their respective Affiliates, agents and representatives to, (i) immediately cease and cause to be terminated all existing discussions, negotiations or other activities with any other Person conducted prior to the date hereof with respect to any Alternative Transaction and (ii) promptly request the return of all confidential information provided to any other Person pursuant to a confidentiality agreement or otherwise in connection with any such discussions, negotiations or other activities. The Company shall immediately (and in any event within three twenty-four (324) Business Days after hours of receipt) notify Parent in writing upon receipt thereof by the Sellers Company or, to the Knowledge of the Company, any of its respective Affiliates, agents or their Representatives) advise Purchaser orally and in writing representatives of any Competing Proposed inquiry, offer or proposal regarding an Alternative Transaction, any request which notice shall indicate the material terms and conditions thereof. Notwithstanding anything contained in this Agreement to the contrary, for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity purposes of the proposing Person and foregoing sentence, the terms thereof; provided that this provision shall not in any way Company will be deemed to limit the obligations have knowledge of any such inquiry, offer or proposal regarding an Alternative Transaction for all purposes if any of the Sellers Company’s directors, officers, employees or Shareholders owning more than two percent (2%) of the issued and their Representatives set forth in outstanding capital stock of the first sentence Company are aware of this paragraphthe same.

Exclusivity. From the date of this Agreement Date until the earlier of either (a) the Closing, or (b) the termination of this Agreement or the Closingin accordance with its terms, neither the Sellers shall notnor the Company will, and shall the Company and Sellers will cause their respective Subsidiaries and Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) solicit, encourage, initiate, entertainfacilitate, reviewor encourage any inquiries, discussions, or proposals from, negotiate with, or in any manner encourage, discuss, accept, execute, facilitate, approve, provide or consider any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, proposal from any Person, Person relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger sale or otherwise, of all or any portion other disposition of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement DateShares, the SellersCompany, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or of its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this AgreementSubsidiaries, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by Business, the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed TransactionAssets, or any inquiry other transaction (including any joint venture or contact with any Person with respect to or which other contractual arrangement) that would reasonably be expected to result in a Competing Proposed impede, interfere with, prevent, materially delay, or limit the economic or other benefit to the Purchaser of the transactions contemplated under this Agreement (any such transaction, an “Alternative Transaction”); or (ii) furnish or provide any Confidential Information regarding, including or afford any access to, the properties, books, or Records of the Company or any of its Subsidiaries to any other Person for the purpose of making or evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to any Alternative Transaction. The Sellers and the Company hereby represent and warrant that each has terminated any prior inquiries, discussions, proposals, or related negotiations regarding an Alternative Transaction and the Sellers’ Representative will promptly advise the Purchaser of, and communicate to the Purchaser all material terms of, any inquiry or proposal (or any subsequent further inquiry or modified proposal) and the identity of the proposing Person and making any such inquiry or proposal (or on behalf of whom such inquiry or proposal was made) that the terms thereof; provided that this provision shall not in any way be deemed to limit Sellers, the obligations Company, or their respective Representatives may receive or of which they may become aware following the Sellers and their Representatives set forth in the first sentence of this paragraphdate hereof.

Exclusivity. From the Agreement Date until the earlier In consideration of the termination time, effort and other expense expended by Buyer in 6.13 connection with the Contemplated Transactions, Sellers will not, and will cause the Seller Affiliates and each of their respective Representatives not to, after the date of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (a) initiate, solicit, encourage, respond to, or otherwise facilitate any inquiries or proposals or enter into or continue any discussions, negotiations, understandings, arrangements or agreements (other than with Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Purchased Assets or any equity interest in any entity that directly or indirectly owns or leases any portion of the Facilities or any material portion of the Purchased Assets (including by merger or consolidation); (ii) any management or lease arrangement in connection with the business and operation of the Facilities or the Business; or (iii) any other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of any Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than Buyer or its Representatives) relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by any Seller, any Seller Affiliate, or any of their respective Representatives from a Person (other than Buyer or its Representatives), Sellers will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of PUBLIC COPY the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Sellers’ unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Each Seller agrees and acknowledges that the violation of the covenants or agreements in this Section 6.13 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security Promptly following the date of this Agreement, Sellers shall, and shall cause the Sellers shall promptly Seller Affiliates to, request that (and in i) all Confidential Information previously disclosed to any event within three other Person (3) Business Days after receipt thereof by the Sellers except Buyer or their its Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information connection with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity sale process of the proposing Person Business be destroyed or returned to Sellers, (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed, and (iii) the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations receiving party of such Confidential Information provide Sellers a written certification of an officer of the Sellers receiving party that the foregoing clauses (i) and their Representatives set forth in the first sentence of this paragraph(ii) have been satisfied.

Exclusivity. From the Agreement Date until the earlier The Target and each of the termination Sellers: (i) shall terminate immediately, and shall cause all of this Agreement the Representatives of the Target and each Seller to terminate immediately, any existing solicitations, encouragements, discussions or the Closingnegotiations with any person or entity other than Buyer, the Sellers its Affiliates and Representatives, with respect to any proposed, potential or contemplated Competing Transaction (as defined below); and (ii) shall not, and shall cause each of its Representatives not to, nor shall it authorize or permit any of their Affiliates its or its Representatives to, directly in each case except with respect to Buyer, its Affiliates or indirectly, Representatives: (A) solicit, encourageinitiate or knowingly facilitate or encourage the making by any person or entity of any proposal, initiateoffer or inquiry that constitutes, entertainor could reasonably be expected to lead to, reviewa proposal for any potential acquisition of any capital stock or any material portion of the assets of Target , acceptwhether pursuant to a sale of assets, executesale of stock, facilitatemerger, approveconsolidation, provide reorganization, recapitalization or otherwise, which could materially restrict or delay the transactions contemplated by this Agreement (in each case, a “Competing Transaction”), (B) participate in any nonpublic discussions or negotiations with any person or entity regarding, or furnish or disclose to any person or entity any information for(including Proprietary and Confidential Information) with respect to, consider the merits or in furtherance of, or participate in take any negotiations, agreements other action knowingly to facilitate any inquiries from any person or discussions entity with respect to any Competing Proposed Transaction, or (C) execute or enter into any agreement, understanding or arrangement, including (whether legally binding or not) any letter of intent, memorandum of understanding or similar agreement, with any person or entity with respect to any Competing Transaction, or approve or recommend or propose to approve or recommend any Competing Transaction or any offeragreement, inquiryunderstanding or arrangement, indication including (whether legally binding or not) any letter of interest intent, memorandum of understanding or proposal, whether oral, written or otherwise, formal or informal, from any Personsimilar agreement, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct Transaction (or indirect disposition, whether by sale, merger resolve or otherwise, of all authorize or propose to agree to take any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphforegoing actions).

Exclusivity. From the Agreement Date until the earlier In consideration of the termination time, effort and other expense expended by Xxxxx in connection with the Contemplated Transactions, Sellers will not, and will cause the Seller Affiliates and each of their respective Representatives not to, after the date of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (a) initiate, solicit, encourage, respond to, or otherwise facilitate any inquiries or proposals or enter into or continue any discussions, negotiations, understandings, arrangements or agreements (other than with Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Purchased Assets or any equity interest in any entity that directly or indirectly owns or leases any portion of the Facilities or any material portion of the Purchased Assets (including by merger or consolidation); (ii) any management or lease arrangement in connection with the business and operation of the Facilities or the Business; or (iii) any other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of any Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than Buyer or its Representatives) relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by any Seller, any Seller Affiliate, or any of their respective Representatives from a Person (other than Buyer or its Representatives), Sellers will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Sellers’ unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Each Seller agrees and acknowledges that the violation of the covenants or agreements in this Section 6.14 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the date of this Agreement, Sellers shall, and shall cause the Sellers shall promptly Seller Affiliates to, request that (and in i) all Confidential Information previously disclosed to any event within three other Person (3) Business Days after receipt thereof by the Sellers except Buyer or their its Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information connection with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity sale process of the proposing Person Business be destroyed or returned to Sellers, (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed, and (iii) the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations receiving party of such Confidential Information provide Sellers a written certification of an officer of the Sellers receiving party that the foregoing clauses (i) and their Representatives set forth in the first sentence of this paragraph(ii) have been satisfied.

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through Until the earlier of the Closing Date or the date of termination of this Agreementthe Agreement pursuant to the provisions of Section 9.5 below, the Sellers Company shall promptly not (and nor will the Company authorize or permit any of its officers, directors, agents, representatives or affiliates to), directly or indirectly, take any of the following actions: (i) solicit, initiate, entertain, encourage, participate in, conduct discussions with or engage in negotiations with any event within three (3) Business Days after receipt thereof by Person relating to any merger, consolidation or business combination, of or with the Sellers Company, or their Representatives) advise Purchaser orally and in writing any purchase or sale of the Company's capital stock or other equity securities or any purchase or sale of any Competing Proposed Transaction, of the Company's material assets or any request for exchange offer or tender offer to the shareholders of the Company or other similar transactions (any such transaction being hereafter referred to as an "Acquisition Proposal"); (ii) provide any written or oral information with respect to the Company to any Competing Proposed Transaction, Person (other than as contemplated in this Agreement or required by applicable law) relating to any inquiry Acquisition Proposal; or contact (iii) enter into any agreement with any Person with respect regard to any Acquisition Proposal; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent the Company or which would its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussion or negotiations with, or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company or withdrawing or modifying its recommendation in favor of this Agreement and the Merger in compliance with Section 6.3, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) a majority of the members of the board of directors of the Company concludes in good faith (after consultation with its financial advisors) that such Acquisition Proposal is reasonably be expected to capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a Competing Proposed Transactiontransaction more favorable to the Company's shareholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), including the identity (ii) a majority of the proposing members of the board of directors of the Company concludes in good faith (after consultation with outside counsel) that such action is necessary for the board of directors to act in a manner consistent with its fiduciary duties under applicable law,(iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, such board of directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between WEC and the Company in connection with their consideration of the Merger, and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the board of directors of the Company notifies WEC of such inquiries, expressions of interest, proposals or offers received by, any such information requested from, or any such discussions or negotiations to be initiated or continued with, any of the Company's representatives indicating, in connection with such notice, the name of such Person and the terms thereof; provided and conditions of any proposals or offers. The Company agrees that this provision shall not in it will immediately cease and cause to be terminated any way be deemed existing activities, discussions or negotiations with any parties conducted heretofore with respect to limit any Acquisition Proposal. The Company agrees that it will take the obligations of necessary steps to promptly inform the Sellers officers, directors and their Representatives set forth other representatives referred to in the first sentence hereof of the obligations undertaken in this paragraphSection 6.12. The Company agrees that it shall keep WEC informed, on a current basis, of the status and material terms of any such proposals or offers and the status of any such discussions or negotiations.

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers Access agrees that it shall not, and shall not authorize or permit any of their Affiliates its respective subsidiaries or Representatives affiliates, and will cause its respective officers, directors, employees, agents and representatives not to, at any time during the one hundred and twenty (120) day period commencing on the date hereof (the “Exclusivity Period”), directly or indirectly, (a) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, initiate or participate in any negotiations, agreements encourage submission of further proposals or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Personperson, other than Blacksands, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct acquisition or indirect disposition, whether by sale, merger or otherwise, purchase of all or any a significant portion of the Everest Plus Business assets of, or any equity interest in, Access, any of its subsidiaries or affiliates controlled by Access or any business combination involving Access or any of its subsidiaries or affiliates controlled by Access, or the Purchased Assets declaration or payment of any dividend or any investment change in the public debt or liquidation, dissolution or recapitalization capital structure of any Seller Access or any Subsidiary of any Seller. On the Agreement Dateits subsidiaries or affiliates controlled by Access, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliatesb) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and participate in any event within three (3) Business Days after receipt thereof by the Sellers negotiations regarding, or their Representatives) advise Purchaser orally and in writing of furnish to any Competing Proposed Transaction, other person any request for additional non-public information with respect to, or otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than Blacksands to do or seek any Competing Proposed Transactionof the foregoing. During the Exclusivity Period, Access shall promptly advise Blacksands if any such proposal or offer, or any inquiry or contact with any Person person with respect thereto, is made, shall promptly inform Blacksands of all the terms and conditions thereof, and shall furnish to Blacksands copies of any such written proposal or which would offer and the contents of any communications in response thereto. During the Exclusivity Period, Access shall not, without the consent of Blacksands, enter into, or commit to enter into, any material transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, Access agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or negotiations with any party other than Blacksands or its affiliates that relate to, or may reasonably be expected to result lead to, any transaction outside of the ordinary course of business, consistent with its past practices, or any transaction of the type described in a Competing Proposed Paragraph 1(a). If Blacksands notifies Access in writing that Blacksands is terminating discussions regarding the potential Transaction, including then Access shall have the identity of right to immediately terminate the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphExclusivity Period.

Exclusivity. From the Agreement Date date hereof until the earlier of the Closing and the termination of this Agreement or in accordance with the Closingterms and conditions of Article IX, the Company shall not (and the Company shall cause its Subsidiaries, including the Sellers shall not, and the Group Companies and shall direct their respective Representatives not authorize or permit any of their Affiliates or Representatives to), directly or indirectly, (a) solicit, encourage, initiate, entertainfacilitate or encourage the submission of any proposal or offer from any third party relating to any direct or indirect, reviewmerger, acceptconsolidation, executereorganization or acquisition of any Equity Interests of the Group Companies, facilitateassets of the Group Companies, approveor the Xxxxxxxx Real Estate Assets, provide in each case, other than sales of inventory and other assets in the ordinary course of business, assets of the Business or the Group Companies (including any nonpublic information foracquisition structured as a merger, consider the merits ofconsolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”), (b) engage, continue or participate in any negotiationsdiscussions or negotiations regarding, agreements or discussions 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 Competing Proposed Transaction Acquisition Proposal (d) execute or enter into any offerletter of intent, inquiryagreement in principle, indication of interest merger agreement, acquisition agreement, option agreement or proposal, whether oral, written or otherwise, formal or informal, from other similar agreement with any Person, third party relating to any Competing Proposed Transaction. For purposes hereofAcquisition Proposal, “Competing Proposed Transaction” means the direct or indirect disposition(e) otherwise resolve, whether by sale, merger propose or otherwise, of all or agree to do any portion of the Everest Plus Business or foregoing. Without limiting the Purchased Assets or any investment in or liquidation, dissolution or recapitalization generality of any Seller or any Subsidiary of any Seller. On the Agreement Dateforegoing, the SellersCompany shall, their Affiliates and the Company shall cause its Subsidiaries and their respective Representatives shall to, (i) immediately cease and shall cause to be terminated all such any existing discussions or negotiations with any parties Person conducted prior to the date hereof with respect to any Acquisition Proposal and shall discontinue access by any Person (other than Purchaser Buyer and its Representatives) to any data room (virtual or its Affiliatesotherwise) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof established by the Sellers Company or their Representativesany of its Representatives for such purpose, and (ii) advise Purchaser promptly notify Buyer orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, receipt by the Company or any of its Subsidiaries or any of their respective Representatives of any proposal that constitutes an Acquisition Proposal including the terms hereof, and provide to Buyer a copy of such inquiry or contact with any Person with respect to or which would reasonably be expected to result proposal, if in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphwriting.

Exclusivity. From and after the date of this Agreement Date until the earlier of the Closing or the termination of this Agreement or Agreement, none of the ClosingExisting Member, the Sellers shall notCompany, or any of their respective Affiliates shall, directly or indirectly, and shall cause each of their respective Representatives not authorize to, directly or permit indirectly: (a) make any Competing Proposal or join with, or invite, any Person or group of Persons to be involved in the making of any Competing Proposal; (b) provide any information regarding the Company, Opco or any of their Affiliates or Representatives toafford access to the assets, directly business, properties or indirectlyBooks and Records to any Person or groups of Persons, in each case, for the purpose of assisting with, facilitating or encouraging a Competing Proposal; (c) solicit, knowingly encourage, initiate, entertain, review, accept, execute, knowingly facilitate, approve, provide any nonpublic information for, consider the merits ofknowingly induce, or participate enter into any negotiation or discussion with any Person or group of Persons regarding a Competing Proposal; (d) enter into any letter of intent, agreement in any negotiationsprinciple, agreements or discussions with respect to any Competing Proposed Transaction acquisition agreement, or any offer, inquiry, indication of interest other Contract or proposalarrangement, whether oral, written or otherwise, formal or informal, from any Personoral, relating to any Competing Proposed Proposal; (e) provide, arrange, offer to provide, or otherwise knowingly assist in the provision of equity or debt financing in respect of any Competing Transaction or Competing Proposal; or (f) consummate any Competing Transaction; provided, however, that the New Member hereby acknowledges that prior to the date of this Agreement, Opco has provided information relating to Opco and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Competing Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Competing Transaction without any breach by Opco of this Section 6.09. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion Each of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement DateExisting Member, the SellersCompany, their Affiliates and their Representatives respective Affiliates shall, and shall cause each of their respective Representatives, to immediately cease and shall cause to be terminated all such suspend any existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) Person conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed TransactionProposal. Notwithstanding the foregoing, or the Existing Member and the Company may respond to any inquiry or contact with any Person with respect to or which would reasonably be expected to result in unsolicited proposal regarding a Competing Proposed Transaction, including Transaction by indicating that the identity of the proposing Person Existing Member and the terms thereof; provided that this provision shall not Company are subject to an exclusivity agreement and is unable to provide any information related to Opco or the Company or entertain any proposals or offers or engage in any way be deemed to limit the obligations of the Sellers and their Representatives set forth negotiations or discussions concerning a Competing Transaction for as long as that exclusivity agreement remains in the first sentence of this paragrapheffect.

Exclusivity. From the date of this Agreement Date until and ending on the earlier of (a) the Closing and (b) the termination of this Agreement or the Closingin accordance with Article VIII, the Sellers parties hereto shall not, and shall cause their respective subsidiaries and its and their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) enter into, knowingly solicit, encourageinitiate or continue any discussions or negotiations with, initiate, entertain, review, accept, execute, facilitate, approve, provide or knowingly encourage or respond to any nonpublic information for, consider the merits ofinquiries or proposals by, or participate in any negotiationsnegotiations with, agreements or discussions with respect to provide any Competing Proposed Transaction information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material assets of such party or any offer, inquiry, indication of interest the outstanding capital stock or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all equity interests or any portion of the Everest Plus Business or the Purchased Assets or any investment in or conversion, consolidation, liquidation, dissolution or recapitalization of any Seller similar transaction involving such party or any Subsidiary of any Seller. On such party’s subsidiaries other than with the other parties to this Agreement Date, the Sellers, their Affiliates and their respective Representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions shall immediately cease not be deemed a violation of this Section 6.05. Each party shall, and shall cause to be terminated its affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties person conducted heretofore with respect to any Alternative Transaction. Each party also agrees that it will promptly request each person (other than Purchaser the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all confidential information furnished to such person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a party or any of its Affiliates) conducted heretofore. Through subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the earlier of the Closing Date or termination of this AgreementClosing, the Sellers then such party shall promptly (and in any no event within three (3later than 24 hours after such party becomes aware of such inquiry or proposal) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and notify such person in writing of any Competing Proposed Transaction, any request for information that such party is subject to an exclusivity agreement with respect to the Transactions that prohibits such party from considering such inquiry or proposal, but only, in the case of SPAC, to the extent not inconsistent with the fiduciary duties of the SPAC Board. Without limiting the foregoing, the parties agree that any Competing Proposed Transaction, violation of the restrictions set forth in this Section 6.05 by a party or any inquiry of its subsidiaries or contact with any Person with respect to its or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision their affiliates or Representatives shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence be a breach of this paragraphSection 6.05 by such party.

Exclusivity. (a) From the date of this Agreement Date until the Closing, or the earlier of the termination of this Agreement or the Closingin accordance with ARTICLE VII, the Sellers shall not, Company will not (and shall will cause its Affiliates and Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, ) solicit, encourage, initiate, entertainenter into, reviewor continue discussions, acceptnegotiations, executeor transactions with, facilitateor encourage or respond to any inquiries or proposals by, approve, or provide any nonpublic information forto any Person relating to, consider the merits or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests in, or material assets of, the Company or participate in any negotiationsof its Subsidiaries, agreements or discussions a recapitalization, share exchange, or similar transaction with respect to any Competing Proposed Transaction the Company or any offerof its Subsidiaries, inquiryor (ii) any financing, indication of interest or proposalinvestment, whether oralacquisition, written or otherwisepurchase, formal or informalmerger, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all sale or any portion other similar transaction that would restrict, prohibit or inhibit the ability of the Everest Plus Business or the Purchased Assets Company or any investment of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in or liquidationsubsections (i) and (ii), dissolution or recapitalization of any Seller or any Subsidiary of any Sellercollectively “Company Competing Transactions”). On the Agreement DateIn addition, the Sellers, their Company will (and will cause its Affiliates and their Representatives shall immediately to) promptly cease any and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) Person conducted heretoforeheretofore with respect to any Company Competing Transaction. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall The Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify Parent if the Company (or, to the Company’s Knowledge, any event within three (3) Business Days after receipt thereof by the Sellers of their Affiliates or their Representatives) advise Purchaser orally and in writing of receives any Competing Proposed Transactioninquiry, any request for information proposal, offer or submission with respect to any a Company Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, Transaction (not including the identity of the proposing Person making such inquiry or submitting such proposal, offer or submission), after the execution and the terms thereof; provided that delivery of this provision shall not in any way be deemed to limit the obligations Agreement, and will inform Parent of the Sellers and their Representatives set forth in principal terms of the first sentence inquiry, proposal, offer or submission. (b) From the date of this paragraphAgreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, Parent and Merger Sub will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to (i) any merger or sale of ownership interests in, or material assets of, Parent or a Subsidiary (including Merger Sub), or a recapitalization, share exchange, or similar transaction with respect to Parent or a Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Parent or Merger Sub from being able to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Parent Competing Transactions”). In addition, Parent and Merger Sub will (and will cause their Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Parent Competing Transaction. Parent and Merger Sub will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if Parent or Merger Sub (or, to Parent’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a Parent Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will inform the Company of the principal terms of the inquiry, proposal, offer or submission.

Exclusivity. From (a) Seller hereby agrees that, during the Agreement Date until the earlier of the termination of this Agreement or the ClosingExclusivity Period, the Sellers Seller shall not, and shall cause its Representatives (to the extent acting on Seller’s behalf) not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, : (i) solicit, encourage, initiate, entertainrespond to (other than to decline) or take any action to facilitate or encourage any inquiry or proposal (or the making thereof) from, reviewor discussion or negotiation with, accepta Person or group of Persons, executeother than Purchaser and Purchaser’s Representatives, facilitatethat relates to, approveor may constitute, provide any nonpublic information foror would reasonably be expected to lead to, consider the merits of, an Alternative Transaction; (ii) enter into or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (Person or group of Persons, other than Purchaser and Purchaser’s Representatives, regarding an Alternative Transaction; (iii) furnish any non-public information relating to Seller or any of its Affiliatesassets, business or properties, or afford access to the assets, business, properties, books or records of Seller, to any Person or group of Persons, other than Purchaser and Purchaser’s Representatives, in all cases relating to or for the purpose of assisting with or facilitating an Alternative Transaction; or (iv) conducted heretofore. Through the earlier enter into an Alternative Transaction or any agreement, arrangement or understanding, including any letter of the Closing Date intent, term sheet or termination of this Agreementother similar document, relating to an Alternative Transaction; provided, however, that, the Sellers restrictions set forth in this Section 6.16(a) shall promptly not apply (and x) if Seller’s board of directors determines in any event within three (3) Business Days good faith, after receipt thereof by consultation with its outside legal counsel, that the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect failure to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which take such actions would reasonably be expected to result be inconsistent with its fiduciary duties under applicable Legal Requirements or (y) to any Alternative Transaction that relates to, constitutes or that would lead to (1) the acquisition of direct or indirect ownership or voting control, beneficially or of record, by any Person or group of more than 50% of the issued and outstanding shares of Seller’s common stock, whether by merger, consolidation, sale or other transfer or (2) the acquisition of all or substantially all of Seller’s assets by another Person. (b) Reasonably promptly (but in no event more than forty-eight (48) hours) following Seller’s receipt of any inquiry or proposal from a Competing Proposed TransactionPerson or group of Persons, including other than Purchaser and Purchaser’s Representatives, that relates to, constitutes or that would lead to, an Alternative Transaction or request for non-public information relating to Seller or any of its assets, business or properties, or access to the assets, business, properties, books or records of Seller, by any Person or group of Persons, other than Purchaser and Purchaser’s Representatives in all cases relating to or for the purpose of assisting with or facilitating an Alternative Transaction or any inquiry or proposal with respect thereto, Seller shall advise Purchaser in writing of (i) the receipt of such inquiry, proposal or request, (ii) subject to the observance of any confidentiality agreement in effect on the date hereof, the identity of the proposing Person making any such inquiry, proposal or request, and (iii) the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations and conditions of such inquiry or proposal or nature of the Sellers information requested, and their Representatives set forth Seller shall as reasonably promptly as practicable provide to Purchaser a copy of such inquiry, proposal or request, if in writing, or a written summary of the first sentence material terms of this paragraphsuch inquiry, proposal or request, if oral. In addition, Seller shall keep Purchaser reasonably informed on a reasonably current basis, or upon Purchaser’s reasonable request, (x) of the status and material terms of (including material amendments or revisions or proposed material amendments or revisions to) each inquiry or proposal, and (y) as to the nature of any information requested of Seller or any of its Affiliates with respect thereto.

Exclusivity. From and after the date of this Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier occur of the Closing Date or termination of this Agreement pursuant to its terms, TTS and Shareholder shall not, and shall cause TTS’s directors, officers, employees, financial advisors, agents and affiliates not to, directly or indirectly: (a) solicit or encourage submission of any Acquisition Proposal (as defined below) by any person, entity, or group (other than Purchaser and its affiliates, agents and representatives); or (b) participate in any discussions or negotiations with, or disclose any information concerning TTS or its business to, or afford access to the properties, books or records of TTS, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group in connection with any Acquisition Proposal. For purposes of this Agreement, an “Acquisition Proposal” means any proposal or offer relating to: (i) any merger, consolidation, sale or license of all, a portion of, or substantially all of the Sellers shall promptly assets or stock of TTS (and other than sales or licenses of assets or inventory in any event within three the Ordinary Course of Business or as permitted by this Agreement); or (3ii) Business Days after receipt thereof investments in or sales by the Sellers TTS or their Representatives) advise Purchaser orally and in writing Shareholder of any Competing Proposed Transactioncapital stock or other securities of TTS or any Subsidiary. TTS and Shareholder shall immediately cease any and all existing activities, discussions or negotiations with any request for information parties conducted heretofore with respect to any Competing Proposed Transaction, of the foregoing. TTS and Shareholder shall promptly (A) notify Purchaser if TTS or Shareholder receives any proposal or written inquiry or contact written request for information in connection with an Acquisition Proposal or potential Acquisition Proposal, and (B) notify Purchaser of the significant terms and conditions of any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactionsuch Acquisition Proposal, including the identity of the proposing Person party making an Acquisition Proposal. In addition, from and after the terms thereof; provided that date of this provision shall not in any way be deemed Agreement until the earlier to limit the obligations occur of the Sellers and their Representatives set forth in the first sentence Closing Date or termination of this paragraphAgreement pursuant to its terms, TTS shall not, and shall cause its directors, officers, employees, shareholders, financial advisors, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Purchaser).

Exclusivity. (a) From the date of this Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Applicable Closing Date or termination of this Agreement in accordance with its terms, Seller shall not, and shall cause its Affiliates, the Transferred Companies and its and their respective directors, officers or employees, or any attorney, accountant or other representative retained by any of them (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Alternative Proposal or (iii) enter into or approve any agreement with respect to any Alternative Proposal. None of Seller, any of its Affiliates or any of the Transferred Companies shall release any third party from, or waive any provision of, any confidentiality agreement with respect to the Business to which it is a party and which was entered into with respect to any potential Alternative Proposal. Seller and its Affiliates shall, and shall cause their respective Representatives to, with respect to third parties with whom discussions or negotiations with respect to an Alternative Proposal have been terminated on or prior to the date of this Agreement, use its reasonable best efforts to obtain the Sellers shall promptly (and return or destruction of, in accordance with the terms of the applicable confidentiality agreement, confidential information previously furnished by Seller or any event within three (3) Business Days after receipt thereof by the Sellers of its Affiliates, or its or their Representatives, with respect to the Business. (b) advise Purchaser Seller will promptly notify Buyer orally (and then in writing within twenty-four (24) hours) after it or any of its Affiliates has received any Competing Proposed Transactionproposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal, any request for information with respect to any Competing Proposed Transactiondiscussions or negotiations, or any inquiry request for information relating to the Business in connection with an Alternative Proposal or contact with a potential Alternative Proposal or for access to the properties or books and records thereof of which Seller or any Person with respect of its Affiliates is or becomes aware, or any amendments to or which would reasonably be expected the foregoing. Such notice to result in a Competing Proposed Transaction, including Buyer shall indicate the identity of the proposing Person person making such proposal and the terms and conditions of such proposal, if any. Seller shall also promptly provide Buyer with (i) a copy of any written notice or other written communication from any person informing Seller or any of its Affiliates that it is considering making, or has made a proposal regarding, an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof; provided ) received by Seller or any of its Affiliates and (iii) such other details of any such Alternative Proposal that this provision Buyer may reasonably request. Thereafter, Seller shall not in promptly keep Buyer reasonably informed on a reasonably current basis of any way be deemed material change to limit the obligations terms of the Sellers and their Representatives set forth in the first sentence of this paragraphany such Alternative Proposal.

Exclusivity. From the Agreement Date until the earlier In view and in consideration of the termination substantial time and effort that the Parties will devote to the proposed transaction, for a period of time (the “Exclusivity Period”) commencing on the date of this Agreement and ending December 31, 2020 or at such earlier time that this Agreement is terminated pursuant to Section 9.01, or the ClosingClosing occurs, neither the Sellers Seller nor the Company nor any Blackbird Entity shall (and each shall ensure that its respective Representatives do not), and shall not authorize or permit any of their Affiliates or Representatives to, whether directly or indirectly, through any Representative or otherwise (i) take any actions to solicit, invite submission of, encourage, initiate, entertain, review, accept, executeconsider or respond to proposals or offers from any Person relating to any transaction involving the transfer or acquisition of all or substantially all of (x) the assets, facilitate, approve, provide any nonpublic information for, consider the merits (y) business of, or (z) the equity interests in, the Company or any of the Blackbird Entities, including pursuant to any merger, recapitalization, joint venture, conversion, exchange or business combination with or involving the Company or any of the Blackbird Entities, or any public or private offering, issuance, transfer or sale of shares of equity or debt securities of the Company (any of the foregoing, an “Acquisition Proposal”), (ii) participate in any negotiationsdiscussion or negotiation regarding an Acquisition Proposal with any person or entity other than the Buyer or Xxxxxx, agreements (iii) furnish any information or discussions with respect afford access to the properties, books, or records of the Company or any of the Blackbird Entities to any Competing Proposed Transaction or any offerPerson that has made or, inquiryto the Seller’s Knowledge, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (considered making an Acquisition Proposal other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (Buyer and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed TransactionXxxxxx, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not (iv) otherwise cooperate in any way be deemed with, assist or participate in, or facilitate or encourage any offer or attempt by any other Person to limit the obligations do any of the Sellers foregoing. The Seller and their the Company shall immediately terminate any activity with a third party respecting an Acquisition Proposal or any related inquiry and notify the Buyer regarding any contact from any Person regarding any such Acquisition Proposal or any related inquiry and shall provide to the Buyer with the name and other details of any such Acquisition Proposal or related inquiry. To the extent that Seller or the Company breaches this provision, it shall reimburse Buyer and its Representatives set forth for any and all costs and expenses incurred in connection with the first sentence of this paragraphtransactions contemplated herein.

Exclusivity. From the Agreement Date until the earlier of the termination of Except with respect to this Agreement or and the Closingtransactions contemplated hereby, the Sellers shall Shareholders agree that they will not, and shall not authorize they will cause the Representative and the Acquired Companies and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or permit accounting firm retained by it or any of their Affiliates them and any individual member or Representatives employee of the foregoing) not to, directly or indirectly, solicit, (a) encourage, initiate, entertainsolicit, reviewseek or respond to any inquiries or the making or implementation of any proposal or offer with respect to a merger, acceptacquisition, executeconsolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, any Acquired Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or have any substantive discussions with, any Person relating to a Proposal; (c) otherwise facilitate, approve, provide any nonpublic information for, consider the merits of, encourage or participate cooperate in any negotiationseffort or attempt to make, agreements implement or discussions accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Shareholders shall, and shall cause the Acquired Companies and the Representative to, immediately cease and cause to be terminated (a) all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer or any of its Affiliates or its and their representatives) conducted heretofore with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidationforegoing, dissolution or recapitalization (b) access of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties Person (other than Purchaser Buyer or any of its Affiliates or its Affiliatesand their representatives) conducted heretofore. Through the earlier to any data room hosted in connection with any Proposal and (c) request return of or destruction of the Closing Date confidential information previously provided by the Acquired Companies or termination on their behalf. The Shareholders shall notify the Buyer in writing immediately of this Agreement, the Sellers shall promptly (and in any event within three (3one Business Day of the receipt of) Business Days after receipt thereof by the Sellers any inquiries, proposals or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionoffers related to a Proposal are received by, any request for information with respect to any Competing Proposed Transactionor data is requested from, or any inquiry negotiations or contact with discussions related to a Proposal are sought to be initiated or continued with, any Person with respect Shareholder, any Acquired Company or any of their respective directors, officers, managers, Employees and Affiliates or, to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity Knowledge of the proposing Company, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms thereof; provided that this provision of, any such Proposal and shall not provide the Buyer with copies of any written materials delivered in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphconnection therewith.

Exclusivity. From Immediately after the Agreement Date until the earlier of the termination execution of this Agreement or Agreement, Seller and the Closing, the Sellers shall notCompany shall, and shall not authorize or permit any cause each Seller Party and the respective officers, directors, employees, investment bankers, attorneys, accountants and other agents of Seller, the Company, the Continuing Subsidiaries, each other Seller Party and each of their Affiliates (collectively, “Representatives”) to 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, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide initiate or conduct any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with with, or provide any parties (information to or otherwise cooperate in any other than Purchaser way with, or its Affiliates) conducted heretoforefacilitate 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. Through the earlier of the Closing Date or termination of this Agreement, the Sellers Seller shall promptly (and in any event within three two (32) Business Days after Days) notify Buyer of the receipt thereof by the Sellers any Seller Party, their Affiliates or any of their Representatives) advise Purchaser orally and in writing respective Representatives of any Competing Proposed Transactioninquiries, any request or proposals or requests for information with respect concerning an Acquisition Proposal. The foregoing restrictions shall not apply to (i) any Competing Proposed Transactionsale of stock or other equity interests in the Seller, (ii) a merger, consolidation, share exchange, business combination, or any inquiry other similar transaction involving the Seller (but not directly involving the Company or contact with any Person with respect Continuing Subsidiary), or (iii) any actions related to the Transfer or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity any other sale or disposition of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphTransferred Subsidiaries or Transferred Assets.

Exclusivity. From During the period from the date of this Agreement Date until to the earlier of the termination of Closing and such time as this Agreement or is terminated in accordance with its terms, except for the ClosingTransactions, the Sellers Company shall not, and shall cause its Affiliates and Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide initiate or knowingly encourage any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest interest, proposal or proposal, whether oral, written or otherwise, formal or informal, offer from any PersonPerson (other than Parent, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their its Affiliates and their Representatives shall immediately cease and shall cause Representatives), with respect to be terminated all such existing a Competing Transaction, (b) (i) participate in any discussions or negotiations with any parties Person (other than Purchaser Parent, its Affiliates and their Representatives) regarding a Competing Transaction, (ii) furnish to any Person (other than Parent, its Affiliates and their Representatives) any information or documentation with respect to a Competing Transaction or the Company Group and (iii) cooperate with, assist in, participate in, facilitate or encourage a Competing Transaction or (c) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any Person (other than Parent, its AffiliatesAffiliates and their Representatives) conducted heretoforeregarding a Competing Transaction. Through Promptly following the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly execution hereof (and in any event within three one (31) Business Days after receipt thereof by Day), the Sellers or Company shall (i) terminate access to any Person (other than Parent, the Company Group and their respective Affiliates and Representatives) advise Purchaser orally and in writing of to any Competing Proposed Transactionelectronic data room maintained by, any request for information or on behalf of, the Company Group or its Representatives with respect to any Competing Proposed Transaction, the Company Group or the Transactions and (ii) exercise any contractual rights available to it (or any inquiry other member of the Company Group) to cause each Person (other than Parent, its Affiliates and their Representatives) who received non-public or contact confidential information of the Company Group in connection with any Person possible Competing Transaction to cause such Persons to promptly return such information to the Company or destroy such information. To the extent any member of the Company Group or its Representatives receives any written proposal during the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity Company shall promptly notify Parent in writing of the proposing Person material terms of such proposal and the terms thereof; provided that this provision shall not in any way be deemed keep Parent informed with respect to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch proposal.

Exclusivity. From Except with respect to this Agreement and the Agreement Date until transactions contemplated hereby, no Stockholder and none of their affiliates shall, and each of them shall cause the earlier Company and each CLA 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 termination of this Agreement foregoing) (each, an "Agent") not to, (a) initiate, solicit or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives toseek, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider inquiries or the merits of, making or participate in implementation of any negotiations, agreements proposal or discussions offer (including any proposal or offer to its Stockholders or any of them) with respect to any Competing Proposed Transaction a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion of the Everest Plus Business or the Purchased Assets assets or any investment in or liquidationequity securities of, dissolution or recapitalization of any Seller the Company or any Subsidiary of CLA Company other than any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause such transaction effected or to be terminated all effected in the ordinary course of business (any such existing 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 negotiations attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any parties person or entity relating to an Acquisition Proposal, and the Merger contemplated hereby. If the Company, any CLA Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than Purchaser UniCapital) with any confidential information or its Affiliates) conducted heretoforedata relating to an Acquisition Proposal, then the Stockholders shall request the immediate return thereof. Through the earlier of the Closing Date The Stockholders shall notify UniCapital immediately if any inquiries, proposals or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionoffers related to an Acquisition Proposal are received by, any request for confidential information with respect to any Competing Proposed Transactionor data is requested from, or any inquiry negotiations or contact with discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any Person with respect individual or entity referred to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphSection 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. From (a) The Owner and the Company agree that from the date of this Agreement Date until the earlier of: (i) when this Agreement is terminated under the terms hereof, or (ii) the Closing (the “Exclusivity Period”); neither the Company nor any of their respective officers, directors, agents or Affiliates shall, directly or indirectly: (A) enter into any written or oral agreement or understanding with any Person (other than the Purchaser) regarding the sale (whether by sale of stock, merger, consolidation, sale of assets or other disposition) of all or any part of the termination Company or any material portion of their respective assets or any issued or any unissued capital stock (“Another Transaction”); (B) enter into or continue any negotiations or discussion with any Person (other than the Purchaser) regarding the possibility of Another Transaction; (C) except as otherwise required by Law, order of a Governmental Authority or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Company (including this Agreement and any materials containing the Purchaser’s proposal) to any Person (other than the Purchaser and its representatives); (D) except as required by Law or as may be necessary to comply with the terms and provisions of this Agreement, identify the Purchaser as an acquirer of the Company, or disclose the existence of or any information related to this Agreement or the Closing, the Sellers shall not, and shall not authorize Transactions contemplated hereby; or permit any of their Affiliates or Representatives to, directly or indirectly, (E) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic facilitate or encourage (including by way of providing information for, consider regarding the merits of, Company or participate in any negotiations, agreements or discussions with respect the Business to any Competing Proposed Transaction Person or providing access to any offer, Person) the submission of any inquiry, indication of interest proposal or proposal, whether oral, written or otherwise, formal or informal, offer from any Person, Person relating to Another Transaction, and the Company shall cause its directors, officers, employees, agents, representatives and Affiliates to refrain from any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or foregoing. (b) The Company shall notify the Purchased Assets or any investment in or liquidationPurchaser promptly, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and but in any event within three twenty-four (324) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser hours, orally and in writing upon learning of or receiving any such inquiry, proposal or offer relating to Another Transaction. Any such notice to the Purchaser shall indicate in reasonable detail the identity (to the extent not prohibited by the terms of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including confidentiality agreement existing on the identity date of this Agreement) of the proposing Person making such inquiry, proposal or offer, and the terms thereof; provided that this and conditions of such inquiry, proposal or offer. No Company shall release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, without the prior written consent of the Purchaser (which shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphunreasonably delayed).

Exclusivity. From (i) The Seller will not (and will cause each of its Affiliates and, to the Agreement Date until extent it has the earlier of Legal Right, each Company Joint Venture Entity not to) (and the termination of this Agreement or the Closing, the Sellers shall not, Seller and shall its Affiliates will not authorize or permit any director, officer, agent or representative thereof to and the Seller, to the extent it has the Legal Right, will not permit any director, officer, agent or representative of their Affiliates any Company Joint Venture Entity, to) (A) enter into any agreements, understandings or Representatives tonegotiations with, or solicit, initiate or encourage any inquiries, proposals or offers from, any Person other than the Buyer relating to any acquisition or purchase (directly or indirectly, solicitincluding through any lease, encouragecontract, initiate, entertain, review, accept, execute, facilitate, approve, provide equity sale (including a merger or other change of control) or otherwise) of the Business or any nonpublic information for, consider portion thereof (other than the merits of, types of dispositions covered by Section 5(c)(i) that do not require the Buyer’s consent) or (B) participate in any negotiationsdiscussions or negotiations regarding, agreements furnish any data or discussions information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller will (and will cause each of its Affiliates and, to the extent it has the Legal Right, each Company Joint Venture Entity to) use Commercially Reasonable Efforts to cause its financial advisors and other representatives not to do any of the foregoing. (ii) The Seller will promptly notify the Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any Competing Proposed Transaction or any offerof the foregoing (whether by telephone, inquirypersonal conversation, indication of interest or proposalfax, whether oral, written email or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means ) after the direct or indirect disposition, whether by sale, merger or otherwise, date of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the this Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of until the Closing Date or earlier termination of this Agreement, and shall specify in such notice the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing terms of any Competing Proposed Transactionsuch proposal, any request for information offer, inquiry or contact. (iii) The Seller represents, warrants, and covenants that, except as contemplated hereby, (A) there are no pending agreements or understandings with respect to any Competing Proposed Transaction, the sale or exchange of the Business or any inquiry portions thereof (directly or contact indirectly) (other than sales of inventory or immaterial portions of any Business Assets in the ordinary course), and (B) immediately upon the execution of this Agreement, all pending negotiations or discussions with any Person other Persons with respect to or which would reasonably thereto will be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphterminated.

Exclusivity. From the Agreement Date date hereof until the earlier of (a) the termination of Closing Date and (b) such date on which this Agreement or the Closingterminates in accordance with Article 12, each of the Sellers and Seller Parent shall not, and shall cause their respective Affiliates and their respective officers, directors, and employees not authorize or to, and none of them will permit any of their Affiliates or Representatives respective representatives to, directly or indirectly, (i) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide initiate or knowingly encourage the submission of any nonpublic information for, consider the merits of, proposal or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offer from any Person, or enter into any contract or agreement, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion acquisition of the Everest Plus Shares or the Business or (ii) participate in any discussions or negotiations regarding such an acquisition of the Business or the Purchased Assets Shares or furnish or cause to be furnished any investment confidential or proprietary information with respect thereto to any Person (in or liquidationeach case, dissolution or recapitalization of any other than Buyer and its representatives). Seller or any Subsidiary of any Seller. On the Agreement DateParent, the Sellers, Sellers and their respective Affiliates and their Representatives shall immediately respective officers, directors, employees, and representatives will promptly cease and shall cause to be terminated all any such existing activities, discussions or negotiations with any parties Persons (other than Purchaser Buyer and its representatives) heretofore conducted, or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing provision of any Competing Proposed Transactionconfidential or proprietary information to any Person (other than Buyer and its representatives) to which confidential or proprietary information heretofore has been provided, any request for information with respect to any Competing Proposed Transaction, direct or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity indirect acquisition of the proposing Person and Shares or the terms thereof; provided that Business. Notwithstanding anything to the contrary contained in this provision Section 5.06, the restrictions set forth in this Section 5.06 on indirect acquisitions shall not in any way limit Seller Parent’s ability to enter into, or cause to be entered into, a transaction subject to the rights and obligations of Buyer under this Agreement and the Ancillary Agreements. Any breach of this Section 5.06 by any representative of Sellers, Seller Parent or any of their respective Affiliates shall be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence a breach of this paragraphSection 5.06 by Seller Parent and Sellers.

Exclusivity. From 8.1 During the Agreement Date until period commencing on the earlier date of execution of the termination Term Sheet and Letter of this Agreement or Intent and terminating on the ClosingClosing Date such period shall be referred to as the “Exclusivity Period”), the Sellers Seller, the Company and any of their Affiliates, shall not, and shall cause their respective affiliates, financial advisors, consultants, accountants, attorneys, and other agents and representatives (the “Representatives”) not authorize to (a) solicit or permit initiate the submission of any Acquisition Proposal (as defined hereunder); (b) initiate or participate in any discussions or negotiations regarding, or supply information in an effort to solicit, initiate or encourage, any Acquisition Proposal; or (c) enter into any agreement with respect to an Acquisition Proposal. 8.2 For the purposes of this clause the term “Acquisition Proposal” shall mean, except with regard to any recapitalization, merger, business combination, consolidation with or acquisition of or by the Seller, of all or substantially all of the Seller's shares or assets, any proposal, inquiry or offer from any person other than the Purchaser or any of their Affiliates or Representatives toits affiliates (i) to acquire, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider portion of the merits of, Assets and/or Assigned Contracts or participate in any negotiations, agreements or discussions (ii) with respect to any Competing Proposed Transaction recapitalisation, merger, business, combination, consolidation with or any offeracquisition of or by the Company and/or Seller, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating related to any Competing Proposed Transactionthe Assets and/or Assigned Contracts. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any The Seller. On the Agreement Date, the SellersCompany and/or any of their shareholders, their involved parties, Affiliates and their Representatives shall will immediately cease and shall cause to be terminated all such any existing discussions activities, discussions, or negotiations with any parties (other than the Purchaser or and its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information Representatives with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphAcquisition Proposal.

Exclusivity. From the date of this Agreement Date until the earlier of (a) the termination of this Agreement in accordance with terms or (b) the ClosingClosing Date, the Sellers Seller shall not, and shall cause its Affiliates and its and their respective directors, officers, employees and representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, initiate, encourage, initiateassist or respond to the submission of any inquiry, entertainproposal, reviewoffer or expression of interest by any Person, acceptother than a proposal or offer by Purchaser or any of its Affiliates, executefor any acquisition or other transaction relating to the Business, facilitatethe Facility or the Purchased Assets (a “Competing Transaction”), approve, provide any nonpublic information for, consider the merits of, or nor participate in any negotiationsor continue any ongoing discussions or negotiations regarding, agreements or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to pursue or effect a Competing Transaction or enter into any agreement with respect to a Competing Transaction. Seller shall, and shall cause its Affiliates and its and their respective directors, officers, employees and representatives to, immediately cease any existing activities, discussions and negotiations with any Persons with respect to any Competing Proposed Transaction Transaction. To the extent Seller or its Affiliates are not restricted from doing so under the terms of a Process NDA, (a) Seller will promptly notify Purchaser orally (and then in writing within twenty-four (24) hours) after it or any offerof its Affiliates or its or their respective directors, officers, employees and representatives has received any proposal, inquiry, indication of interest offer or proposal, whether oral, written or otherwise, formal or informal, from any Person, request relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionconstituting, or any inquiry or contact with any Person with respect to or which would that could reasonably be expected to result in lead to, a Competing Proposed Transaction, including Transaction with such notice indicating the identity of the proposing Person making such proposal and the terms and conditions of such proposal, if any, and (b) Seller shall promptly provide Purchaser with (i) a copy of any written notice or other written communication from any Person informing Seller or any of its Affiliates or its or their directors, officers, employees or representatives that it is considering making, or has made a proposal regarding, a Competing Transaction, (ii) a copy of any Competing Transaction (or any amendment thereof; provided ) received by Seller or any of its Affiliates and (iii) such other details of any such Competing Transaction that this provision Purchaser may reasonably request. Thereafter, Seller shall not in promptly keep Purchaser reasonably informed on a reasonably current basis of any way be deemed change to limit the obligations terms of the Sellers and their Representatives set forth in the first sentence of this paragraphany such Competing Transaction.

Exclusivity. From the Agreement Date until the earlier of the termination date of this Agreement or until the Closing, the Sellers shall notSeller will not (and Seller will not permit or authorize, and shall not authorize or permit as applicable, any of their Affiliates its Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives to), directly or Representatives toindirectly (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, consultants or other advisors and representatives receives, prior to the Closing, any offer, proposal or request, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider of the merits of, type referenced in clause (a) or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction (b) above or any offerrequest for disclosure or access as referenced in clause (c) above, inquiry, indication of interest Seller will immediately suspend or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all suspended any discussions with such existing discussions offeror or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect regard to such offers, proposals or which would reasonably be expected to result in a Competing Proposed Transactionrequests and notify Buyer thereof, including information as to the identity of the proposing offeror or Person making any such offer or proposal and the specific terms thereof; provided that this provision shall not in any way be deemed to limit of such offer or proposal, as the obligations of the Sellers case may be, and their Representatives set forth in the first sentence of this paragraphsuch other information related thereto as Buyer may reasonably request.

Exclusivity. From In consideration of the Agreement Date until substantial expenditures of time and expense to be undertaken by Buyer in connection with the 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 ClosingBusiness. In addition, the Sellers 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 authorize to (a) solicit submission of proposals or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person other than Buyer (or their Affiliates) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct acquisition or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion substantial part of the Everest Plus Business Refinery, the sale or the Purchased Assets issuance of any equity interests of Seller or any investment in entity formed by Seller or liquidationany Affiliate thereof to which any of the equity interests or any assets or properties of the Business may be contributed, dissolution or recapitalization any merger or consolidation of any Seller or any Subsidiary of any Seller. On entity formed by the Agreement DateSeller or its Affiliates to which any assets or properties of the Business may be contributed (each an "Acquisition Proposal"), the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing (b) participate in any discussions or negotiations with regarding, or furnish any parties (information to any Person other than Purchaser Buyer (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyer, or (c) enter into any agreement or understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby. Seller agrees to (w) notify Buyer immediately if any member of the Selling Group receives any indication of interest, request for information, or offer in respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) conducted heretoforecommunicate 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. Through Except as provided in the earlier proviso contained in this paragraph above, Seller represents that no member of the Closing Date Selling Group is a party to or termination of this Agreement, the Sellers shall promptly (and in bound by any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information agreement with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that an Acquisition Proposal other than under this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphAgreement.

Exclusivity. From (a) Xxxxxx agrees that it, prior to the Agreement Date until the earlier of the termination of this Agreement or the ClosingEffective Time, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, Xxxxxx or any of its Subsidiaries (collectively, the "Xxxxxx Representatives") to, directly or indirectly through another Person, solicit, initiate, encourage, initiateinduce or facilitate the making, entertain, review, accept, execute, facilitate, approve, provide submission or announcement of any nonpublic information for, consider the merits ofAcquisition Proposal, or participate in any negotiationsdiscussions or negotiations regarding, agreements or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to an Acquisition Proposal, provided, however, that, the foregoing shall not prohibit Xxxxxx from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with Xxxxxx pursuant to an Acquisition Proposal which the Board of Directors of Xxxxxx (or any committee thereof considering such proposal) in good faith determines is reasonably likely to be more favorable to the stockholders of Xxxxxx than the transactions contemplated by this Agreement (a "Superior Proposal"), so long as: (i) prior to furnishing any information to, or entering into discussions or negotiations with such a Person, Xxxxxx provides twenty- four (24) hours' advance written notice to Emergisoft to the effect that it is furnishing information to, or entering into substantive discussions or negotiations with, a Person from whom Xxxxxx shall have received an executed confidentiality agreement in form and substance satisfactory to Emergisoft prior to furnishing such information; (ii) such notice shall include the terms and conditions of such Acquisition Proposal or any agreement proposed by, or any information supplied to, any such Person; (iii) prior to furnishing any nonpublic information to any such Person, Xxxxxx furnishes such nonpublic information to Emergisoft (to the extent that such nonpublic information has not been previously furnished by Xxxxxx to Emergisoft); (iv) neither Xxxxxx nor any of its Subsidiaries nor any of the Xxxxxx Representatives shall have violated any of the restrictions set forth in this Section 5.07; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the Board of Directors of Xxxxxx (or any committee thereof considering such proposal) determines in good faith has the good faith intent to proceed with negotiations to consider such Superior Proposal; (vi) the Board of Directors of Xxxxxx (or any committee thereof considering such proposal), after duly considering the written advice of outside legal counsel to Xxxxxx, determines in good faith that such action is required for the Board of Directors of Xxxxxx to comply with its fiduciary duties to stockholders imposed by applicable law; and (vii) Xxxxxx keeps Emergisoft informed in all material respects of the status and terms of any such negotiations or discussions (including without limitation the identity of the Person with whom such negotiations or discussions are being held) and provides Emergisoft copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. (b) Xxxxxx shall notify Emergisoft orally and in writing of the fact that it has received inquiries, offers or proposals that it reasonably believes to be bona fide with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transactionan Acquisition Proposal within twenty-four (24) hours after the receipt thereof. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall Xxxxxx will immediately cease and shall cause to be terminated all such any existing activities, discussions or negotiations with any parties (other than Purchaser or its Affiliates) Person that have been conducted heretoforeheretofore with respect to a potential Acquisition Proposal. Through Xxxxxx agrees to inform the earlier Xxxxxx Representatives of the Closing Date obligations undertaken in this Section 5.07; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of Xxxxxx from referring any third-party to this Section 5.07. (c) Xxxxxx agrees not to release or termination permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which Xxxxxx or any of its Subsidiaries is a party, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of Emergisoft. (d) Except as expressly permitted by this Section 5.07, neither the Board of Directors of Xxxxxx nor any committee thereof shall (A) withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Emergisoft, the approval by such board of directors or such committee of the board of directors, approving or taking such action with respect to the Merger or this Agreement, the Sellers shall promptly (and in any event within three (3B) Business Days after receipt thereof by the Sellers approve or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionrecommend, or propose publicly to approve or recommend, any request for information with respect Superior Proposal or (C) cause Xxxxxx to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Competing Proposed TransactionAcquisition Proposal. Notwithstanding the foregoing, in the event that the Board of Directors of Xxxxxx (or any inquiry or contact committee thereof considering an Acquisition Proposal) determines in good faith, after consultation with any Person with respect outside counsel, that in light of a Superior Proposal it is necessary to or which would reasonably be expected do so in order to result act in a Competing Proposed Transactionmanner consistent with its fiduciary duties to the stockholders of Xxxxxx under applicable law, including the identity Board of Directors of Xxxxxx may (subject to this and the following sentences) withdraw, modify or change its recommendation of the proposing Person Merger, but only after twenty-four (24) hours following Emergisoft's receipt of written notice advising Emergisoft that the Board of Directors of Xxxxxx is prepared to do so, and only if, during such twenty-four (24) hour period, Xxxxxx and its advisors shall have negotiated in good faith with Emergisoft to make such adjustments in the terms thereof; provided that and conditions of this provision Agreement as would enable Emergisoft to proceed with the transactions contemplated herein on such adjusted terms. (e) Nothing contained in this Section 5.07 shall not prohibit Xxxxxx from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the stockholders of Xxxxxx if, in any way be deemed to limit the obligations good faith judgment of the Sellers and their Representatives set forth in the first sentence Board of this paragraphDirectors of Xxxxxx, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall cause their Subsidiaries and their respective Affiliates, representatives, officers, employees, directors and agents not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourage, initiate, consider, entertain, review, accept, execute, facilitate, approve, provide encourage or accept the submission of any nonpublic information for, consider the merits of, proposal or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offer from any Person, Person (other than Buyers and their Affiliates in connection with the Transactions) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, acquisition of all the AirCard Business as a separate and stand-alone acquisition or any portion of the Everest Plus Acquired Assets as separate and distinct from the other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past practice), (b) participate in any discussions or negotiations (and as of the date hereof, Sellers shall immediately cease any discussions or negotiations that are ongoing) regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any third party to do or seek any of the foregoing, or (c) furnish any confidential information regarding the AirCard Business or the Purchased Acquired Assets to any third party that is seeking to make, or has made, any investment in such proposal or liquidationoffer. Sellers will notify Buyers promptly, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three twenty-four (324) Business Days after receipt thereof by the Sellers hours, if any third party makes any proposal, offer, inquiry or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information contact with respect to any Competing Proposed Transaction, acquisition of the AirCard Business as a separate and stand-alone acquisition or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity portion of the proposing Person Acquired Assets as separate and distinct from the terms thereof; provided that this provision other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past practice). Sellers shall not in any way be deemed to limit have breached the obligations of the Sellers and their Representatives set forth in the first sentence terms of this paragraph.Section 8.6 if any of their Subsidiaries or any of their respective Affiliates, representatives, officers, employees, directors or agents takes any action, whether in his or her capacity as such or in any other capacity, that is prohibited by this Section 8.6. - 61 -

Exclusivity. From the Agreement Date until the earlier of the termination (a) Subject to Section 5(b) of this Agreement or the ClosingAgreement, the Sellers each Party acknowledges, understands, covenants and agrees that it shall not, and shall cause its Affiliates and its and their respective Representatives (acing on its or their respective behalf) not authorize or permit any of their Affiliates or Representatives to, during the term of this Agreement and, in the case of a Withdrawing Party, for a period of 90 days thereafter (for the avoidance of doubt, (x) commencing on the date such Party becomes a Withdrawing Party and (y) this Section 5(a) shall cease to apply to the non-Withdrawing Party), to directly or indirectly, solicitdo any of the following other than through the Consortium: (i) negotiate, encouragerecommend, initiatediscuss or enter into any transaction, entertainagreement, reviewarrangement or understanding, acceptincluding any letter of intent, executeterm sheet, facilitate, approve, provide any nonpublic information for, consider the merits of, support agreement or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Personother similar document, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect dispositioninvestment, whether by purchase, sale, merger merger, reorganization, restructuring, combination, or otherwiseother similar transaction involving the Target, any interest in any of all its capital stock or any material portion of the Everest Plus Business its direct or the Purchased Assets indirect assets (including direct or indirect equity ownership in subsidiaries) or liabilities (a “Competing Transaction”); (ii) knowingly facilitate, encourage, solicit or initiate or in any investment way engage in any discussion, negotiation or liquidationsubmission of a proposal, dissolution inquiry, offer or recapitalization indication of any Seller interest in respect of a Competing Transaction; (iii) furnish or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with furnished any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of information concerning this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by Joint Bid, the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionthe Consortium or AcquisitionCo, or any inquiry the business, operations, strategies, properties, liabilities or contact assets of a Party or its subsidiaries or affiliates, in each case in connection with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not or (iv) otherwise cooperate in any way be deemed with, make any public statement regarding, or knowingly assist or participate in, knowingly facilitate or encourage, any effort or attempt to limit the obligations do or seek any of the Sellers foregoing. (b) A Party’s exclusivity and other obligations under Section 5(a) may be waived solely by consent of the other Party. (c) Notwithstanding anything to the contrary in Section 5(a), nothing in this Agreement shall in any manner limit or restrain any Representative of Crestview on the Target’s board of directors (the “Target Board”) (solely in their Representatives set forth capacity as a member of the Target Board, and not in the first sentence their capacity as Representative of this paragrapha shareholder) from taking such actions in order to comply with his or her respective fiduciary duties under Delaware law.

Exclusivity. From During the period from the date of this Agreement Date until through the earlier to occur of the Closing Date and the termination of this Agreement or the Closingpursuant to Article X, the Sellers shall Parent will not, and shall not authorize or permit any will cause its Subsidiaries and the Transferred Group Members, and each and all of their Affiliates or respective Representatives not to, directly or indirectly, (a) solicit, initiate or propose or knowingly induce, encourage, initiatefacilitate or respond to any inquiries, entertainindications of interest, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, proposals or participate in any negotiations, agreements or discussions offers with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, Person (other than Parent and its Representatives) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct Transaction or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment (b) participate in or liquidationenter into discussions or negotiations regarding, dissolution or recapitalization of knowingly furnish or disclose any Seller information to any Person in connection with, or otherwise knowingly cooperate in any manner with, or assist or participate in, or knowingly facilitate or encourage (including through approving, adopting, endorsing or recommending any Competing Transaction), any effort or attempt by any Person to pursue or effect a Competing Transaction, and neither Parent nor any Subsidiary of Parent shall enter into any Seller. On the Agreement Dateletter of intent, the Sellerspurchase agreement, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions merger agreement or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact similar agreement with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction. Purchaser shall immediately cease and terminate, including the identity and shall cause each of its Subsidiaries, Affiliates and each of the proposing Representatives of the foregoing, to cease and terminate, any and all existing activities, discussions or negotiations with any Person with respect to any Competing Transaction. Parent shall, upon the written request of Purchaser and to the extent not previously performed prior to the date hereof, instruct each Parent Subsidiary which has heretofore executed a confidentiality agreement relating to a Competing Transaction to promptly return or destroy all information, documents and materials relating to the Competing Transaction or to the Rome Business heretofore furnished to such Person or any of its representatives to the extent required pursuant to the terms thereof; provided that this provision shall not in of any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphconfidentiality agreement with such Person.

Exclusivity. (a) From the Agreement Date date hereof until the earlier of the termination of this Agreement letter of intent, neither Fairfield nor any of its subsidiaries shall, nor shall it or the Closing, the Sellers shall not, and shall not any of its subsidiaries authorize or permit any of their Affiliates respective officers, directors, employees, attorneys, accountants, investment bankers, financial advisors, representatives, agents or Representatives to, directly or indirectly, other authorized persons to (i) solicit, encourage, initiate, entertain, review, accept, execute, encourage (including by way of furnishing information) or take any other action to facilitate, approveany inquiry or the making of any proposal which constitutes, provide or may reasonably be expected to lead to, any nonpublic information for, consider the merits acquisition or purchase of a material amount of assets of, or any equity interest in, Fairfield or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving Fairfield or any of its subsidiaries (other than (i) the transactions contemplated by this letter, (ii) sales of Fairfield's contracts receivable in any financing in the ordinary course of business or (iii) pursuant to the terms of (A) options and warrants outstanding and as in effect on the date hereof and (B) agreements in effect on the date hereof and expressly disclosed in writing to Carnival) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Proposed Transaction (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any negotiationsdiscussions or negotiations regarding any of the foregoing, agreements or discussions furnish to any other person or entity any information with respect to any Competing Proposed Transaction its business, properties or assets or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the Purchased Assets foregoing. (b) Notwithstanding the foregoing paragraph 4(a), nothing herein shall prohibit Fairfield from (i) furnishing information pursuant to an appropriate confidentiality letter concerning Fairfield and its businesses, properties or any investment assets to a third party who has made a Qualified Transaction Proposal (as defined below), (ii) engaging in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties such a third party who has made a Qualified Transaction Proposal or (other than Purchaser or iii) following receipt of a Qualified Transaction Proposal, taking and disclosing to its Affiliatesstockholders a position contemplated by Rule 14e-2(a) conducted heretoforeunder the Securities Exchange Act of 1934, as amended, but in each case referred to in the foregoing clauses (i) through (iii) only after the Board of Directors of Fairfield concludes in good faith after consultation with Xxxxxxxxx's outside counsel that such action is reasonably necessary for the Board of Directors of Fairfield to comply with its fiduciary obligations to stockholders under applicable law. Through If the earlier Board of Directors of Fairfield receives a Transaction Proposal, then Fairfield shall (i) immediately inform Carnival of the Closing Date or termination terms and conditions of this Agreement, the Sellers shall promptly (such proposal and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person person or entity making it, (ii) keep Carnival informed of the status and material details of any such Transaction Proposal and of all steps it is taking in response to such Transaction Proposal and (iii) provide Carnival with copies of all documents received in connection with such Transaction Proposal. (c) For purposes of this letter, the term "Qualified Transaction Proposal" shall mean any Transaction Proposal (i) with respect to which any required financing is committed or, in the good faith judgment of the Board of Directors of Fairfield, after consultation with its outside financial advisors, is reasonably capable of being financed by the person making the proposal, (ii) with respect to which the Board of Directors of Fairfield shall have concluded in good faith, after consultation with its outside legal counsel and financial advisors, is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Transaction Proposal and the terms thereof; provided that person making the proposal, and (iii) which would, if consummated, result in a transaction more favorable to Fairfield's stockholders from a financial point of view than the transactions contemplated by this provision shall not in any way be deemed to limit the obligations letter of the Sellers and their Representatives set forth in the first sentence of this paragraphintent.

Exclusivity. From NWS and the Agreement Date Tyler Entities agree to the following exclusivity provisions until the earlier of the Closing or the termination of this Agreement or (the Closing“Exclusivity Period”): (a) During the Exclusivity Period, NWS shall exclusively be in discussions and negotiate with the Sellers Tyler Entities and shall not, and will procure that its Affiliates and Representatives shall not authorize or permit any of their Affiliates or Representatives tonot, directly or indirectly, indirectly (whether or not in conjunction with a Third Party) solicit, encourage, or initiate any offer or proposal from, or enter into, re-start, solicit, initiate, entertain, review, accept, execute, facilitate, approve, provide or otherwise engage in any nonpublic information for, consider the merits ofdiscussions or negotiations with, or participate in seek, encourage, or respond to, or provide or disclose any negotiationsinformation to, agreements or discussions enter into any agreement, terms, arrangement, or understanding (whether or not legally binding) with, any Person or group of Persons other than the Tyler Entities and its Representatives with respect to any Competing Proposed Transaction transaction involving any acquisition of or investment in, or any disposal (whether by way of sale, offer, inquirytransfer, indication of interest or proposal, whether oral, written assignment or otherwise) of, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any a material portion of the Everest Plus Business capital stock of NWS (or interest therein), or a material portion of the Purchased Assets or any investment in or liquidation, dissolution or recapitalization assets of any Seller or any Subsidiary of any Seller. On NWS. (b) During the Agreement DateExclusivity Period, the SellersTyler Entities shall exclusively be in discussions and negotiate with NWS and shall not, their Affiliates and their will procure that its Representatives shall immediately cease and shall cause to be terminated all such existing not, directly or indirectly (whether or not in conjunction with a Third Party) solicit, encourage, or initiate any offer or proposal from, or enter into, re-start, solicit, initiate, or otherwise engage in any discussions or negotiations with, or seek, encourage, or respond to, or provide or disclose any information to, or enter into any agreement, terms, arrangement, or understanding (whether or not legally binding) with, any Person or group of Persons other than NWS and its Affiliates or Representatives concerning any transaction involving any acquisition of or investment in, or any disposal (whether by way of sale, offer, transfer, assignment, or otherwise) of, a material portion of the shares or equity (or any interest therein) of any Third Party that competes with NWS, or a material portion of the assets of any such Third Party (any such transaction described in Sections 7.3(a) or 7.3(b) to be considered an “Alternative Transaction”). (c) NWS, the Principal Shareholder, and the Shareholders’ Representative (on behalf of the other Shareholders), on the one hand, and the Tyler Entities, on the other hand, each represents and warrants to the other such Party that any and all discussions, negotiations, agreements, or obligations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information party with respect to any Competing Proposed Alternative Transaction was terminated on or before execution of the Term Sheet, and none of such Parties, or any of its Representatives, has received any proposal for, or inquiry respecting, any Alternative Transaction since the execution of the Term Sheet. If either such Party or any of its Representatives receives any proposal for, or inquiry respecting, any Alternative Transaction, or any inquiry or contact request for nonpublic information in connection with any Person with respect to or which would reasonably be expected to result in a Competing Proposed such Alternative Transaction, including such Party will promptly notify the other such Party, describing in detail the identity of the proposing Person or group of Persons making such proposal or inquiry and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations and conditions of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch proposal or inquiry.

Exclusivity. From After the Agreement Date date hereof and until the earlier of (i) the termination of Closing Date and (ii) the date that this Agreement or is terminated in accordance with the Closingterms hereof, the Sellers Company shall, and shall cause its Affiliates, directors, officers, managers, employees, agents and advisors to, deal exclusively with the Buyer and its designated representatives regarding the Transactions contemplated hereby or any other acquisition of or investment in the Acquired Entities, and the Company shall not, and shall instruct its Affiliates, directors, officers, managers, employees, agents and advisors not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourage, initiate, entertainengage in negotiations with or encourage the submission of any inquiry, reviewproposal or offer from any Person other than the Buyer and its representatives relating to the acquisition of the Company Common Stock or any significant portion of the assets of any of the Acquired Entities (including any acquisition structured as a merger, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofconsolidation, or participate in share exchange), (b) provide information or documentation to any negotiationsPerson other than the Buyer and its representatives with respect to the Acquired Entities relating to any such acquisition, agreements or discussions (c) enter into an agreement with any Person other than the Buyer with respect to any Competing Proposed Transaction such acquisition or (d) participate in any offernegotiations regarding, inquiryfurnish any information with respect to, indication of interest assist or proposalparticipate in, whether oral, written or otherwise, formal facilitate in any other manner any effort or informal, from attempt by any Person, relating Person to do any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or foregoing. The Company shall, and shall take commercially reasonable efforts to cause its Affiliates, directors, officers, managers and employees to, and shall instruct its agents and representatives to, cease any discussions that may be ongoing as of the Purchased Assets or date hereof with any investment in or liquidationPerson (other than the Buyer, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their its Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliatesrespective representatives) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, such acquisition. The Company shall promptly notify the Buyer if the Company or its representatives receive any inquiry or contact with any Person written offers with respect to or which would reasonably be expected to result in a Competing Proposed Transactionsuch an acquisition from any Person (other than Buyer, its Affiliates and their respective representatives), including the identity of the proposing such Person and the material terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch offer.

Exclusivity. From (a) The Selling Parties agree that between the date of this Agreement Date until and the earlier of the Closing and the termination of this Agreement or the Closingin accordance with Section 8.1, the Sellers Selling Parties shall not, and shall direct their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, : (i) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide initiate or accept any nonpublic information for, consider the merits of, other proposals or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person relating to (A) any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger acquisition or otherwise, purchase of all or any portion of the Everest Plus Business Business, the Transferred Assets, the Transferred Equity Interests or the Purchased Assets assets of any Transferred Company, in each case whether effected by sale of assets, sale of stock, merger or otherwise, other than Products or Inventory to be sold in the ordinary course of business consistent with past practice of the Business, or (B) any merger, consolidation, business combination, recapitalization, reorganization or any investment other extraordinary business transaction involving or otherwise relating to any Transferred Company (each, an “Alternative Transaction”); provided, that an “Alternative Transaction” shall not include any steps taken in connection with the Seller Reorganization or liquidationthe Contribution or such activities set forth on Schedule 5.6(a)(i); or (ii) participate in any discussions or negotiations, dissolution or recapitalization furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of any Seller or any Subsidiary the foregoing. (b) Immediately following the execution and delivery of any Seller. On the Agreement Datethis Agreement, the SellersSelling Parties shall, and shall cause their controlled Affiliates and direct their respective Representatives shall immediately to, cease and shall cause to be terminated all such existing discussions or discussions, negotiations and other communications with any parties (other than Purchaser or its Affiliates) Persons conducted heretoforeheretofore with respect to an Alternative Transaction. Through the earlier of the Closing Date or termination of this AgreementDUG shall notify Xxxxx-Xxxxxx promptly, the Sellers shall promptly (and but in any event within three forty-eight (348) Business Days after receipt thereof by the Sellers hours, in writing, if any such proposal or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionoffer, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Xxxxx-Xxxxxx shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. DUG shall not, and shall cause each of its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which would DUG or any of its Subsidiaries is a party, without the prior written consent of Xxxxx-Xxxxxx. (c) Between the execution and delivery of this Agreement and the Closing, none of Xxxxx-Xxxxxx, its Affiliates and their respective Representatives shall consummate, or agree to consummate, any transaction in respect of a Competing Business which, if consummated prior to the Closing, could reasonably be expected to result in a Competing Proposed Transaction, including the identity delay or compromise approval of the proposing Person and transactions contemplated by this Agreement by the terms thereof; provided that this provision shall not in any way be deemed applicable Governmental Authority pursuant to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphHSR Act or other Foreign Antitrust Law.

Exclusivity. From the date of this Agreement Date until and ending on the earlier of (a) the Closing and (b) the termination of this Agreement or the ClosingAgreement, the Sellers parties shall not, and shall cause their respective Subsidiaries and its and their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) enter into, knowingly solicit, encourageinitiate or continue any discussions or negotiations with, initiate, entertain, review, accept, execute, facilitate, approve, provide or knowingly encourage or respond to any nonpublic information for, consider the merits ofinquiries or proposals by, or participate in any negotiationsnegotiations with, agreements or discussions with respect to provide any Competing Proposed Transaction information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (A) any sale of any material assets of such party or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all outstanding capital stock or any portion of the Everest Plus Business or the Purchased Assets or any investment in or conversion, consolidation, liquidation, dissolution or recapitalization similar transaction involving such party or any of such party’s Subsidiaries or (B) with respect to Good Works, any transaction or series of related transactions under which Good Works or any of its affiliates, directly or indirectly, (1) acquires or otherwise purchases any other person, (2) engages in a business combination with any other person or (3) acquires or otherwise purchases all or a material portion of the assets or businesses of any Seller other person (in the case of each of (1), (2) and (3), whether by merger, consolidation, recapitalization, purchase or any Subsidiary issuance of any Seller. On equity or debt securities, tender offer or otherwise) (each of A and B, an “Alternative Transaction”), other than with the other parties to this Agreement Date, the Sellers, their Affiliates and their Representatives respective Representatives, (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall immediately cease not be deemed a violation of this Section 8.04. Each party shall, and shall cause to be terminated its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties person conducted heretofore with respect to any Alternative Transaction. Each party also agrees that it will promptly request each person (other than Purchaser the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a party or any of its Affiliates) conducted heretofore. Through Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the earlier of the Closing Date or termination of this AgreementClosing, the Sellers then such party shall promptly (and in any no event within three later than twenty-four (324) Business Days hours after receipt thereof by the Sellers such party becomes aware of such inquiry or their Representativesproposal) advise Purchaser orally and notify such person in writing of any Competing Proposed Transaction, any request for information that such party is subject to an exclusivity agreement with respect to the Transaction that prohibits such party from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any Competing Proposed Transaction, violation of the restrictions set forth in this Section 8.04 by a party or any inquiry of its Subsidiaries or contact with any Person with respect to its or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision their respective affiliates or Representatives shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence be a breach of this paragraphSection 8.04 by such party.

Exclusivity. From The Sellers agree that between the date of this Agreement Date until and the earlier of the Closing and the termination of this Agreement or the ClosingAgreement, the Sellers they shall not, and shall not authorize take all action necessary to ensure that none of Blocker, the Company, any of its Subsidiaries or permit any of their respective Affiliates or Representatives toshall, directly or indirectly, : (a) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide knowingly encourage or accept any nonpublic information for, consider the merits of, other proposals or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person (i) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger acquisition or otherwise, purchase of all or any portion of the Everest Plus Business membership interests or other equity or ownership interest of the Purchased Assets Company Group or any investment in or liquidation, dissolution or recapitalization assets of any Seller the Company or any Subsidiary of its Subsidiaries, other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any Sellermerger, consolidation or other business combination relating to the Company Group or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company Group; or (b) with the intention of doing so, participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing in clause (a) above. On the Agreement Date, the Sellers, their Affiliates and their Representatives The Sellers immediately shall immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties (other than Purchaser or its Affiliates) Persons conducted heretofore. Through the earlier heretofore with respect to any of the Closing Date or termination of this Agreement, the foregoing in clause (a) above. The Sellers shall promptly (and notify the Buyer promptly, but in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser 24 hours, orally and in writing of if any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionsuch proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to or which would reasonably be expected to result the Buyer shall indicate in a Competing Proposed Transaction, including reasonable detail the identity of the proposing Person and making such proposal, offer, inquiry or other contact and, to the extent known, the terms thereof; provided that this and conditions of such proposal, offer, inquiry or other contact. The Sellers shall not, and shall cause the Company and each of its Subsidiaries not to, release any Person from, or waive any provision shall not in of, any way be deemed confidentiality or standstill agreement to limit which the obligations Company or any of its Subsidiaries is a party, without the prior written consent of the Sellers and their Representatives set forth in the first sentence of this paragraphBuyer.

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the (i) Sellers shall not, will not (and shall not authorize or no Seller will permit any of their Affiliates director, officer, agent or Representatives representative thereof to) (A) enter into any agreements, understandings or negotiations with, or solicit, initiate or encourage any inquiries, proposals or offers from, any person other than the Buyer relating to any acquisition or purchase (directly or indirectly, solicitincluding through any lease, encouragecontract, initiate, entertain, review, accept, execute, facilitate, approve, provide equity sale (including a merger or other change of control) or otherwise) of the Business or any nonpublic information for, consider portion thereof (other than the merits of, types of dispositions covered by Section 5(c)(i) that do not require the Buyer’s consent) or (B) participate in any negotiationsdiscussions or negotiations regarding, agreements furnish any data or discussions information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Sellers will use commercially reasonable efforts to cause their financial advisors and other representatives not to do any of the foregoing. (ii) The Sellers will promptly notify the Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any Competing Proposed Transaction or of the foregoing and, with respect to any offerof the foregoing (whether by telephone, inquirypersonal conversation, indication of interest or proposalfax, whether oral, written email or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means ) during the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination term of this Agreement, and shall specify in such notice the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing terms of any Competing Proposed Transactionsuch proposal, any request for information offer, inquiry or contact. (iii) The Sellers represent, warrant, and covenant that, except as contemplated hereby, (A) there are no pending agreements or understandings with respect to any Competing Proposed Transaction, the sale or exchange of the Business or any inquiry portions thereof (directly or contact indirectly) (other than sales of inventory or immaterial portions of any Acquired Assets in the ordinary course), and (B) immediately upon the execution of this Agreement, all pending negotiations or discussions with any Person other Persons with respect to or which would reasonably thereto will be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphterminated.

Exclusivity. From Except for those transactions publicly disclosed by Seller between December 1, 2007 and the Agreement Date until the earlier of the termination date of this Agreement or the ClosingAgreement, the Sellers shall not, and Seller shall not authorize or permit any of their Affiliates or Representatives (and Seller shall cause its Affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (a) submit, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide encourage or discuss any nonpublic information for, consider the merits of, proposal or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offer from any Person, 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 Competing Proposed Transaction. For purposes hereof(i) reorganization, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller the Business or any Subsidiary Purchased Assets, (ii) merger or consolidation involving the Business or any Purchased Assets, (iii) purchase or sale of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties Purchased Assets (other than Purchaser the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business), or (iv) similar transaction or business combination involving the Business or any Purchased Assets (each of the foregoing transactions described in clauses (i) through (iv), a “Business Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) conducted heretofore. Through the earlier to do or seek to do any of the Closing Date foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or termination contact with respect to a Business Transaction. Seller represents and warrants that Seller and its Affiliates have each ceased all discussions with all Persons (other than Buyer) regarding all of this Agreementthe foregoing, and that no Seller nor any Seller’s officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the Sellers shall promptly (and in any event within three (3) Business Days after foregoing, other than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionproposal, any request for information offer, inquiry or contact with respect to any Competing Proposed Transactionof the foregoing and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any such proposal, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphcontact.

Exclusivity. From the Agreement Date until through the earlier of the Closing or the valid termination of this Agreement or the ClosingAgreement, the Sellers Company, on behalf of itself and the XXXX Entities, and each Seller Party, agrees that such Person shall not, and shall cause their members, managers, agents, advisors and other Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofknowingly encourage or assist, or respond to the submission of any proposal or offer from any Person (other than with Purchaser and its Representatives) relating to (a) the acquisition of any equity interests of the XXXX Entities, (b) any re- capitalization, merger, consolidation, or other business combination involving the XXXX Entities, or (c) or the sale, lease, exchange or other disposition of any significant portion of the XXXX Entities’ properties or assets (a “Competing Transaction”), nor participate in any negotiationsor continue any ongoing discussions or negotiations regarding or furnish to any other Person and information with respect to, agreements or discussions otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage, any effort or attempt by any Person to pursue or effect a Competing Transaction or enter into any agreement with respect to any a Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereofThe Company, “Competing Proposed Transaction” means on behalf of itself and the direct or indirect dispositionXXXX Entities, whether by saleand each Seller Party, merger or otherwiseagrees that such Person shall, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidationand shall cause their members, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Datemanagers, the Sellersagents, their Affiliates advisors and their other Representatives shall to, immediately cease and shall cause to be terminated all such any existing activities, discussions or negotiations with any parties Person (other than the Purchaser or and its AffiliatesRepresentatives) conducted heretoforewith respect to a Competing Transaction. Through In addition to the earlier of the Closing Date or termination of other obligations under this AgreementSection 7.5, the Sellers Company and the Seller Parties, as applicable, shall promptly (and in any event within three (3) 2 Business Days after receipt thereof by the Sellers any XXXX Entity, any Seller Party, or any of their Representatives) advise the Purchaser orally and in writing of any inquiry, proposal or offer from any Person regarding a Competing Proposed Transaction, any request for information with respect to any a Competing Proposed Transaction, or any inquiry that the board of directors of any XXXX Entity or contact with any Person with respect to or which Seller Party (as applicable) in good faith believes would reasonably be expected to result in a proposal or offer for a Competing Proposed Transaction, the material terms and conditions of such request or inquiry (including the proposed terms of the Competing Transaction), and the identity of the proposing Person making the same. The Parties hereto agree that the rights and remedies for noncompliance with this Section 7.5 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the terms thereof; provided Purchaser and that this provision shall money damages would not in any way be deemed provide an adequate remedy to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphPurchaser.

Exclusivity. From (a) The Seller agrees that, commencing on the date of this Agreement Date and until the earlier of the termination of Closing or the date on which this Agreement or has been terminated by its terms (the Closing"EXCLUSIVITY PERIOD"), the Sellers Buyer shall nothave the exclusive right to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and the Seller agrees that, unless this Agreement is terminated by its terms, the Seller shall not authorize (and the Seller shall not cause or permit any of their Affiliates Affiliate (including any Member), Insider, agent or Representatives representative or any other Person acting on its behalf to), directly or indirectly, solicitthrough any officer, encouragedirector, initiateshareholder, entertainmember, reviewpartner, acceptAffiliate, executeemployee, facilitateagent, approveinvestment banker, provide any nonpublic information forattorney, consider the merits of, accountant or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written other representative or otherwise, formal (i) solicit, initiate or informal, encourage the submission of any proposal or offer (an "ACQUISITION PROPOSAL") from any PersonPerson (including any of its officers, directors, partners, members, shareholders, Affiliates, employees, agents and other representatives) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect dispositionliquidation, whether by saledissolution, recapitalization of, merger or otherwiseconsolidation with or into, or acquisition or purchase of all or any portion of the Everest Plus Business or the Purchased Assets Shares of, or any investment in material asset of, or liquidationany capital stock or other Equity Interest of, dissolution or recapitalization of any the Seller or any Subsidiary of Acquired Company or any Seller. On other similar transactions or business combination involving the Agreement DateSeller or any Acquired Company, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing or (ii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (b) The Seller represents that it has suspended (and has caused its officers, directors, shareholders, partners, Affiliates (including each Member), employees, agents, investment bankers, attorneys, accountants or other representatives to suspend), and shall cease for the duration of the Exclusivity Period, all contacts, discussions and negotiations with third parties (other than Purchaser or the Buyer and its Affiliates, agents and representatives) conducted heretoforeregarding any Acquisition Proposal. Through the earlier of the Closing Date or termination of this Agreement, the Sellers The Seller shall promptly (and in notify the Buyer if any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionsuch Acquisition Proposal, or any inquiry or contact with any Person with respect to thereto (including any Person with whom the Seller or which would reasonably be expected to result in a Competing Proposed Transactionany Acquired Company has already had such discussions), including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphis made.

Exclusivity. From the Agreement Date until the earlier (a) In consideration of the termination expenditure of time, effort and expense to be undertaken by Purchaser in connection with the preparation of this Agreement or and the Closingother Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Sellers shall notCompany agrees that, and shall not authorize or permit prior to the Termination Date, neither it, any of the Subsidiaries, any of their Affiliates respective Affiliates, nor any of the respective directors, officers, employees, agents or Representatives torepresentatives of any of the foregoing will, directly or indirectly: (i) continue, solicit, encourage, initiate, entertainfacilitate or encourage any inquiries or the making of any proposal with respect to (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, reviewPreferred Stock or other Equity Securities of the Company or any Subsidiary to any Person other than Purchaser or (B) any merger, acceptconsolidation, execute, facilitate, approve, provide any nonpublic information for, consider sale of all or substantially all of the merits ofassets of the Company and the Subsidiaries taken as a whole, or participate other business combination involving the Company or any Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or otherwise engage in discussions with any negotiations, agreements or discussions Person other than Purchaser either with respect to any Competing Proposed Transaction or with respect to any offermatter which may reasonably be expected to lead to a proposal for a Competing Transaction; (iii) enter into any agreement, inquiryarrangement or understanding either with respect to a Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; or (iv) provide any information to any Person which may reasonably be expected to solicit, indication initiate, facilitate or encourage any of interest the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the conduct or proposalactivities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) in response to an unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other than Purchaser, whether oral, written a Disclosed Competing Party or otherwise, formal or informal, from an Undisclosed Competing Party (any such Person, relating a ANew Competing Party"), (aa) furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement concerning the Company and the Subsidiaries, (bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and (cc) entering into any agreement, arrangement or understanding with such New Competing Proposed Transaction. For purposes Party with respect to a Competing Transaction with such New Competing Party. (b) The Company agrees that, as of the date hereof, “Competing Proposed Transaction” means it, the direct or indirect dispositionSubsidiaries, whether by saletheir respective Affiliates, merger or otherwiseand the respective directors, of all or any portion officers, employees, agents and representatives of the Everest Plus Business or the Purchased Assets or any investment in or liquidationforegoing, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such any existing activities, discussions or negotiations with any parties party (other than Purchaser or its Affiliatesany Disclosed Competing Party) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction. The Company agrees to promptly advise Purchaser in writing of the existence of (i) any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any information requested from, or any inquiry negotiations or contact with discussions sought to be initiated or continued with, the Company, the Subsidiaries, their respective Affiliates, or any Person of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from any party (including, without limitation, any Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, and (ii) the terms thereof, including the identity of such party (and any other real party in interest, including the proposing direct and indirect owners of such party). (c) The Company agrees, without limitation of its obligations, that any violation of this Section 6.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Company, the Subsidiaries and their respective Affiliates, whether or not such Person and is purporting to act on behalf of the terms thereof; provided that this provision Company, shall not in any way be deemed to limit be a breach of this Section 6.1 by the obligations Company. (d) Nothing in this Agreement shall prevent the Company and the board of directors of the Sellers Company from complying with Rule 14e-2 under the Exchange Act, or issuing a communication meeting the requirements of Rule 14d-9(e) under the Exchange Act, with respect to any tender offer or otherwise prohibit the Company from making any public disclosures required by law or the requirements of the New York Stock Exchange (provided, whenever practicable, the Company first consults with Purchaser concerning the timing and their Representatives set forth in content of such disclosure), provided, however, that the first sentence of this paragraphCompany may not, except as permitted by Section 6.4(e), withdraw or modify its position with respect to the Proxy Proposals or approve or recommend a Competing Transaction.

Exclusivity. From In consideration of the above, the Company shall not, directly or indirectly, through any director, officer, member, manager, employee, agent, creditor, representative or otherwise (and each of said parties shall use reasonable efforts to insure such persons shall not directly or indirectly) (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any person or entity relating to (x) any business combination with respect to the Company or the business of the Company; or (y) the sale of any of the assets and/or securities of the Company (an "Alternative Transaction"), (ii) enter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, regarding any Alternative Transaction, or furnish to any other person or entity any information with respect to the assets or business of the Company or its business for the purposes of pursuing a possible Alternative Transaction with any other party, or (iii) otherwise participate in, assist, facilitate or encourage any effort or attempt by any other person or entity to do any of the foregoing. The Company shall promptly notify the Purchaser of any proposal or inquiry made to it or any of its directors, officers, members, managers, creditors, employees, agents, representatives, or otherwise with respect to any of the foregoing. The foregoing exclusivity shall terminate upon the earlier of the Closing, or the Outside Closing Date, or the date Purchaser terminates this Agreement, provided, however, that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Purchaser not fulfilling its obligations provided for herein, including without limitation, the loan described in Section 2(i) above, the Company shall be released from its obligations hereunder and this Agreement shall be terminated and have no further force and effect, and provided, further that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Company not fulfilling its obligations provided for herein, including without limitation, those provided for in Sections 2(iv), (v) and (vii), the exclusivity shall continue until the earlier of the termination of this Agreement or by the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through 60 days after the earlier of the Outside Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphDate.

Exclusivity. From and after the Agreement Effective Date until the earlier of the termination of (unless this Agreement or the Closingis terminated pursuant to Article VIII), the Sellers shall notneither Seller nor Owners shall, and shall not authorize or permit any of their Affiliates respective Affiliates, agents, representatives or Representatives employees to, directly or indirectly, (i) encourage, solicit, encourage, initiate, entertainfacilitate or continue inquiries regarding any inquiry, reviewproposal or offer from any Person (other than Buyer, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction Parent or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, their Affiliates) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets (each, an “Acquisition Proposal”), (ii) enter into discussions or negotiations with, or provide any investment in information to, any Person concerning a possible Acquisition Proposal, or liquidation, dissolution (iii) enter into any agreements or recapitalization of any other instruments (whether or not binding) regarding an Acquisition Proposal. Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives Owners shall immediately cease and shall cause to be terminated terminated, and shall cause their Affiliates and all such of their respective agents, representatives and employees to immediately cease and cause to be terminated, all existing discussions or negotiations with any parties (other than Purchaser Persons conducted heretofore with respect to, or its Affiliates) conducted heretoforethat could lead to, an Acquisition Proposal. Through the earlier of the Closing Date or termination of this Agreement, the Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers Seller, Owners or their Representativesrespective Affiliates, agents, representatives or employees) advise Purchaser Buyer orally and in writing of any Competing Proposed TransactionAcquisition Proposal, any request for information with respect to any Competing Proposed TransactionAcquisition Proposal, or any inquiry or contact with any Person with respect to or which would could reasonably be expected to result in a Competing Proposed Transactionan Acquisition Proposal, including the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the proposing Person making the same. Seller and each Owner agree that the terms thereof; provided rights and remedies for noncompliance with this Section 6.13 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that this provision any such breach or threatened breach shall cause irreparable injury to Buyer and Parent and that money damages would not in any way be deemed provide an adequate remedy to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphBuyer or Parent.

Exclusivity. From Between the Agreement Date until date hereof and the earlier of (x) the Closing and (y) the termination of this Agreement or the Closingpursuant to Article VIII, the Sellers and the Transferred Entities shall not, and shall direct their officers, directors, employees, agents, Affiliates, equityholders, agents and representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourageinitiate or knowingly facilitate or encourage any proposal or offer from any Person or group of Persons (other than the Buyers and their Affiliates and representatives) relating to the direct or indirect acquisition (including by license or lease) of all or any part of the equity interests or all or any substantial portion of the assets of the Transferred Entities (including any acquisition structured as a merger, initiateconsolidation, entertainreorganization, reviewrecapitalization or share exchange) (an “Alternative Transaction”), accept(b) engage in, executeenter into, facilitate, approve, provide any nonpublic information for, consider the merits of, continue or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties Person or group of Persons (other than Purchaser the Buyers and their Affiliates and representatives) regarding an Alternative Transaction, or its Affiliatesprovide any non-public information or data concerning the Transferred Entities or the Business or afford access to the non-public books and records or directors, officers, employees or advisors of the Sellers or the Transferred Entities to any Person or group of Persons (other than the Buyers and their Affiliates and representatives) conducted heretoforein connection with, any proposal, indication of interest, inquiry, request or offer that constitutes, or would reasonably be expected to result in, an Alternative Transaction (it being understood that informing a Person of the existence of this Agreement and the restrictions set forth in this Section 5.21 after such Person contacts any Seller or any Transferred Entity regarding an Alternative Transaction shall not be a breach of this Section 5.21) or (c) approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Alternative Transaction. Through Between the date hereof and the earlier of (i) the Closing Date or and (ii) termination of this AgreementAgreement pursuant to Article VIII, the Sellers shall promptly (and in any event within three one (31) Business Days after receipt thereof Day) notify the Buyers in writing of the existence of any proposal, discussion, negotiation or inquiry received by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information the Transferred Entities with respect to any Competing Proposed Alternative Transaction, including the terms of such proposal, discussion, negotiation or inquiry and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Promptly (but in any event within two (2) Business Days) following execution of this Agreement, the Sellers and their Affiliates shall terminate access to any data rooms, electronic or otherwise, previously provided to any Persons (other than the Buyers and their Affiliates and representatives) in connection with any Alternative Transaction, and shall request that any Person with whom the Transferred Entities or their Affiliates previously executed a non-disclosure, confidentiality or similar agreement in connection with any Alternative Transaction return all confidential information of the Sellers or the Transferred Entities relating to the Business previously provided to such Persons or that such Person affirmatively certify that they have destroyed all confidential information of the Sellers and the Transferred Entities in its possession. Notwithstanding anything herein to the contrary, an “Alternative Transaction” shall not include any acquisition of the equity interests of Parent or an acquisition of all or substantially all of the assets of Parent (it being understood that no such acquisition shall include the equity interests of the Transferred Entities or any inquiry assets of the Transferred Entities that are primarily used in the Business) (a “Parent Transaction”), and nothing within this Section 5.21 shall in any way limit discussions, negotiations, solicitations, proposals, offers, endorsements, approvals, agreements or contact with any Person other action with respect to or which would reasonably be expected to result in involving a Competing Proposed Parent Transaction, including in each case, provided that such Parent Transaction does not prevent or impair the identity consummation of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphTransaction.

Exclusivity. From During the Agreement Date until period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of this the Merger Agreement or pursuant to and in compliance with the Closingterms thereof (such earlier time, the Sellers “Expiration Time”), the Investor shall and shall cause his Affiliates to: (a) work exclusively with Parent and its Affiliates to implement the Transactions, including to (i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not finalized or executed prior to the date hereof); (b) not, shall cause his Affiliates not to and shall not authorize use his reasonable best efforts to cause his Representatives (subject to, in the case of a Representative who is a director of the Company or permit any of their Affiliates its subsidiaries and solely in such Representative’s capacity as a director, his or Representatives her fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (i) make an Acquisition Proposal, or solicit, encourage, initiatefacilitate or join with or invite any other Person to be involved in the making of, entertainany Acquisition Proposal, review, accept, execute, facilitate, approve, (ii) provide any nonpublic information forto any Third Party with a view to the Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, consider the merits of(iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or participate contribution of Covered Securities or provision of a voting agreement, in support of any negotiationsAcquisition Proposal, agreements or discussions with respect to (iv) enter into any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwiseoral agreement, formal arrangement or informalunderstanding (whether legally binding or not) regarding, from any Personor do, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means anything that is directly inconsistent with the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination provisions of this Agreement, the Sellers shall promptly Merger Agreement or the Transactions, (and in v) take any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which action that would reasonably be expected to result have the effect of preventing, disabling or delaying such Investor from performing his obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in a Competing Proposed Transactionwriting and whether or not legally binding) with any other person regarding the matters described in paragraphs (ii) through (iv) of this Section 1.1(b); (c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all Persons conducted heretofore with respect to an Acquisition Proposal; and (d) promptly notify Parent if he or, to his knowledge, any of his Representatives receives any approach or communication with respect to any Acquisition Proposal, including in such notice the identity of the proposing Person other Persons involved and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations nature and content of the Sellers approach or communication, and their Representatives set forth in the first sentence provide Parent with copies of this paragraphany written communication.

Exclusivity. From the Agreement Date until Until the earlier of the Closing and termination of this Agreement or the Closingpursuant to ARTICLE IX, the Sellers shall Seller agrees that it will not, and shall will cause each of its Affiliates, stockholders, directors, officers, managers, members, employees, advisors and other Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, indirectly (a) solicit, encourageinitiate or encourage any inquiry, initiateproposal, entertainoffer or contact from any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving (i) the sale of any stock or other ownership interest representing or constituting the Business or any assets (other than the sale of inventory in the ordinary course of business) of the Business, reviewincluding the Purchased Subsidiary Equity, accept(ii) any acquisition, executedivestiture, facilitatemerger, approveshare or unit exchange, provide any nonpublic information forconsolidation, consider redemption, financing or similar transaction involving the merits ofBusiness, including the Purchased Subsidiary Equity, or (iii) any similar transaction or business combination involving the Business and/or the Purchased Subsidiary Equity (in each case, an “Acquisition Proposal”), or (b) participate in any negotiationsdiscussion or negotiation regarding, agreements or discussions furnish any information with respect to to, or assist or facilitate in any Competing Proposed Transaction manner, any Acquisition Proposal or any offerattempt to make an Acquisition Proposal. Until the earlier of Closing and termination of this Agreement pursuant to ARTICLE IX, inquiry, indication of interest or proposalSeller, whether oralacting directly or through Representatives or other intermediaries, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease cease, and shall cause to be terminated terminated, any and all such existing contacts, discussions or and negotiations with third parties regarding any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreementforegoing, the Sellers and shall inform Buyer promptly (and in if any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of Person makes any Competing Proposed Transactionproposal, any request for information with respect to any Competing Proposed Transactionoffer, or any inquiry or contact with any Person with respect related to or which would reasonably be expected to result in a Competing Proposed Transaction, an Acquisition Proposal (including the identity of the proposing such Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch Acquisition Proposal).

Exclusivity. From the Agreement Date until Until the earlier of the (i) consummation of the Closing, or (ii) termination of this Agreement or the Closingin accordance with Section 21 below, the Sellers Seller shall not, and nor shall not it authorize or permit any of their Affiliates its owners, managers, officers or Representatives employees to, and Seller shall use its commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountant or other representative acting on behalf of it or any of its subsidiaries not to, directly or indirectly, (i) solicit, encourageinitiate or encourage (including by way of furnishing information), initiate, entertain, review, accept, execute, or take any other action designed to facilitate, approve, provide any nonpublic information for, consider inquiries or the merits of, making of any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations, agreements negotiations or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transactionregarding a Seller Acquisition Proposal. For purposes hereofof this Agreement, “Competing Proposed TransactionSeller Acquisition Proposal” means the any bona fide inquiry, proposal or offer from any person relating to (i) any direct or indirect disposition, whether by sale, merger acquisition or otherwise, purchase of all any assets or any portion business that constitutes 10% or more of the Everest Plus Business net revenues, net income or the Purchased Assets assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any investment in class of voting securities of Seller, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or recapitalization similar transaction involving Seller, in each case other than the transactions contemplated by this Agreement (provided that a description of a potential liquidation and dissolution of Seller following the Closing that is included in the Information Statement provided to Seller’s members pursuant to Section 8(l) below shall not constitute a breach of this Section 8(d)). In addition, Seller shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly Acquisition Proposal (and in any event case within three (3) Business Days after 24 hours of such request or the receipt thereof by of a Seller Acquisition Proposal), the Sellers principal terms and conditions of such request or their Representatives) advise Purchaser orally Seller Acquisition Proposal and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision person making such request or Seller Acquisition Proposal. Seller shall not in any way be deemed to limit the obligations keep Globalstar informed of the Sellers status and their Representatives set forth in the first sentence details (including amendments or proposed amendments) of this paragraphany such request or Seller Acquisition Proposal as promptly as practicable.

Exclusivity. (a) From the Agreement Date date hereof until the earlier of the termination of this Agreement letter of intent, neither Fairfield nor any of its subsidiaries shall, nor shall it or the Closing, the Sellers shall not, and shall not any of its subsidiaries authorize or permit any of their Affiliates respective officers, directors, employees, attorneys, accountants, investment bankers, financial advisors, representatives, agents or Representatives to, directly or indirectly, other authorized persons to (i) solicit, encourage, initiate, entertain, review, accept, execute, encourage (including by way of furnishing information) or take any other action to facilitate, approveany inquiry or the making of any proposal which constitutes, provide or may reasonably be expected to lead to, any nonpublic information for, consider the merits acquisition or purchase of a material amount of assets of, or any equity interest in, Fairfield or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving Fairfield or any of its subsidiaries (other than (i) the transactions contemplated by this letter, (ii) sales of Fairfield's contracts receivable in any financing in the ordinary course of business or (iii) pursuant to the terms of (A) options and warrants outstanding and as in effect on the date hereof and (B) agreements in effect on the date hereof and expressly disclosed in writing to Carnival) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Proposed Transaction (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any negotiationsdiscussions or negotiations regarding any of the foregoing, agreements or discussions furnish to any other person or entity any information with respect to any Competing Proposed Transaction its business, properties or assets or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the Purchased Assets foregoing. (b) Notwithstanding the foregoing paragraph 4(a), nothing herein shall prohibit Fairfield from (i) furnishing information pursuant to an appropriate confidentiality letter concerning Fairfield and its businesses, properties or any investment assets to a third party who has made a Qualified Transaction Proposal (as defined below), (ii) engaging in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties such a third party who has made a Qualified Transaction Proposal or (other than Purchaser or iii) following receipt of a Qualified Transaction Proposal, taking and disclosing to its Affiliatesstockholders a position contemplated by Rule 14e-2(a) conducted heretoforeunder the Securities Exchange Act of 1934, as amended, but in each case referred to in the foregoing clauses (i) through (iii) only after the Board of Directors of Fairfield concludes in good faith after consultation with Fairfield's outside counsel that such action is reasonably necessary for the Board of Directors of Fairfield to comply with its fiduciary obligations to stockholders under applicable law. Through If the earlier Board of Directors of Fairfield receives a Transaction Proposal, then Fairfield shall (i) immediately inform Carnival of the Closing Date or termination terms and conditions of this Agreement, the Sellers shall promptly (such proposal and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person person or entity making it, (ii) keep Carnival informed of the status and material details of any such Transaction Proposal and of all steps it is taking in response to such Transaction Proposal and (iii) provide Carnival with copies of all documents received in connection with such Transaction Proposal. (c) For purposes of this letter, the term "Qualified Transaction Proposal" shall mean any Transaction Proposal (i) with respect to which any required financing is committed or, in the good faith judgment of the Board of Directors of Fairfield, after consultation with its outside financial advisors, is reasonably capable of being financed by the person making the proposal, (ii) with respect to which the Board of Directors of Fairfield shall have concluded in good faith, after consultation with its outside legal counsel and financial advisors, is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Transaction Proposal and the terms thereof; provided that person making the proposal, and (iii) which would, if consummated, result in a transaction more favorable to Fairfield's stockholders from a financial point of view than the transactions contemplated by this provision shall not in any way be deemed to limit the obligations letter of the Sellers and their Representatives set forth in the first sentence of this paragraphintent.

Exclusivity. From Seller, the Agreement Date until Company and the earlier of General Partner shall, and shall cause their respective Affiliates and Representatives to, cease and terminate immediately, from and after the termination date of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through until the earlier of the Closing Date or termination of the date, if any, on which this Agreement is terminated pursuant to Article IX, all solicitations, initiations, encouragements, activities, discussions and/or negotiations with any Person (other than Purchaser and its Representatives with respect to the transactions contemplated by this Agreement, ) conducted prior to the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information date hereof with respect to any Competing Proposed proposed, potential or contemplated Alternative Transaction. From and after the date of this Agreement until the earlier of the Closing Date or the date, if any, on which this Agreement is terminated pursuant to Article IX, Seller, the Company and the General Partner shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (a) assist, solicit, initiate, or knowingly encourage the submission of any offer, inquiry, proposal or indication of interest relating to an Alternative Transaction, (b) furnish or cause to be furnished any confidential or proprietary information regarding the Acquired Securities or any inquiry or contact with Company Entity to, any Person (other than Purchaser and its Representatives) who Seller, the Company or General Partner (or their respective Affiliates or Representatives) knows or has a reasonable basis to believe is in the process of considering an Alternative Transaction, (c) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any offers, inquiries or which would indications of interest or the making of any proposal that constitutes, or may reasonably be expected to result in a Competing Proposed lead to, any Alternative Transaction, including the identity (d) authorize, engage in, or enter into any agreement or understanding (whether or not binding) with respect to, any Alternative Transaction or (e) transfer any of the proposing Person Acquired Interests to any other Person. From and after the terms thereof; provided that date of this provision shall not in any way be deemed to limit Agreement until the obligations earlier of the Sellers Closing Date or the date, if any, on which this Agreement is terminated pursuant to Article IX, Seller will promptly notify Purchaser if any written indication of such interest, inquiry, proposal or offer relating to a possible Alternative Transaction is received by Seller or any Company Entity or any of their respective Affiliates or Representatives from any person (other than Purchaser and their Representatives set forth in the first sentence of this paragraphits Representatives).

Exclusivity. From Between the date of this Agreement Date until and the earlier of (a) the Closing and (b) the termination of this Agreement pursuant to Section 7.1, none of the Warrantors or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates respective Affiliates, officers, directors, representatives or Representatives agents shall, and the Warrantors shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents not to, directly or indirectly, (i) solicit, encourage, initiate, entertainconsider, review, accept, execute, facilitate, approve, provide encourage or accept any nonpublic information for, consider the merits of, other proposals or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person (A) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct acquisition or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion of the Everest Plus Business or equity interests in the Purchased Assets Company or any investment in other Group Company or liquidation, dissolution or recapitalization of any Seller all or any Subsidiary material portion of the assets of the Group Companies, or (B) to enter into any Sellermerger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction (including but not limited to public offerings) involving or otherwise relating to any Group Company, or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. On The Warrantors shall, and shall cause the Agreement Dateother Group Companies to, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties (other than Purchaser or its Affiliates) Persons conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Transactionof the foregoing. The Warrantors shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to or which would reasonably be expected to result Parent, indicate in a Competing Proposed Transaction, including reasonable detail the identity of the proposing Person making such proposal, offer, inquiry or contact and the terms thereof; provided that this and conditions of such proposal, offer, inquiry or other contact. The Warrantors agree not to, and the Warrantors agree to cause the other Group Companies not to, without the prior written consent of Parent, release any Person from, or waive any provision shall not of, any confidentiality or standstill agreement to which any such Warrantor is a party, to the extent in any way be deemed to limit connection with the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphtransactions contemplated hereby.

Exclusivity. From During the Agreement Date until Pre-Closing Period, Seller and the earlier of the termination of this Agreement or the Closing, the Sellers shall Target Group Companies will not, and shall will not authorize any officer, director, Affiliate, employee, agent or permit any other Authorized Representative of their Affiliates Seller or Representatives a Target Group Company to, directly or indirectly, (i) solicit, encourageinitiate or encourage the submission of inquiries, initiateproposals or offers from any Person (other than Buyer and its Authorized Representatives) relating to an investment in or any business combination with the Target Group, entertainor the sale of a material portion of the assets or equity of the Target Group or any Target Group Company (a “Competing Transaction”), review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, (ii) enter into or participate in any negotiations, agreements or initiate any discussions or continue any discussions initiated by others, regarding any Competing Transaction, or furnish to any other Person any information with respect to any Competing Proposed Transaction the assets or business of the Target Group or any offerTarget Group Company for the purpose of pursuing a possible Competing Transaction, inquiryor (iii) otherwise participate in, indication of interest assist, facilitate or proposal, whether oral, written encourage any effort or otherwise, formal or informal, from attempt by any Person, relating other Person to do any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or foregoing. If at any time during the Purchased Assets or any investment in or liquidationPre-Closing Period, dissolution or recapitalization of any Seller or any Subsidiary Target Group Company receives a proposal or inquiry related to a Competing Transaction or that could lead to a Competing Transaction, Seller shall promptly (but in no event within two Business Days following the receipt of such proposal or inquire) provide notice of such proposal or inquiry to Buyer, including the identity of the Person making such proposal or inquiry and copies of any Sellerwritten submissions (or summaries of any oral statements) setting forth the terms of any such Competing Transaction. On During the Agreement DatePre-Closing Period, Seller and the SellersTarget Group Companies will, and each will cause their Affiliates respective officers, directors, Affiliates, employees, agents and their other Authorized Representatives shall to, (a) immediately cease and shall cause to be terminated all such any existing discussions or negotiations with any parties Persons (other than Purchaser or Buyer and its AffiliatesAuthorized Representatives) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Transaction, or any inquiry or contact with (b) terminate all physical and electronic data room access previously granted to any Person with other than Buyer and its Authorized Representatives, and (c) promptly request each Person that has executed a confidentiality agreement in the last twelve (12) months in respect to or which would reasonably be expected to result in of a Competing Proposed Transaction, including Transaction to return or destroy all information heretofore furnished to such Person or its Authorized Representatives by or on behalf of Seller or the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphTarget Group.

Exclusivity. From the Agreement Date date hereof until the earlier of the termination of this Agreement or the Closing(such period, the Sellers shall not“Exclusivity Period”): (a) none of the Parents, and shall not authorize Seller, the Company, the Company’s Subsidiaries (including for purposes of this Agreement, NEG Holding, of which the Company is the managing member), or permit any of their respective (i) directors, officers or Affiliates or Representatives to(ii) advisors, investment bankers, financial advisors, attorneys, accountants, consultants, agents or employees, but only in the case of clause (ii) if and to the extent authorized to act on the behalf of the foregoing for the following purposes (collectively, “Representatives”) shall directly or indirectly, (A) initiate, solicit, encourageinvite or facilitate any inquiry, initiateproposal or offer concerning the merger or sale of any of the assets of or equity interests in (whether by way of a single or series of direct purchases, entertainmergers, reviewor consolidations or otherwise) the Company or any of its Subsidiaries, acceptother than the sale of assets in the Ordinary Course of Business (any such inquires, executeor alternative offer or proposal, facilitatea “Competing Proposal”) or (B) engage or participate in any negotiations or discussions concerning (it being understood that a discussion consisting of a rejection of negotiations or discussions or a referral to someone else who provides such a rejection shall not be a violation of this Section 7.14(a)), approveor provide access to its properties, provide books and records or any nonpublic information foror data to, consider any person in connection with, any Competing Proposal, or execute or enter into any agreement, understanding or letter of intent with respect to, or accept, any Competing Proposal, in each case other than the merits transactions expressly contemplated or permitted herein; (b) the Parents, Seller, the Company, the Company’s Subsidiaries and their respective Representatives shall cease and terminate any and all discussions, negotiations and any provision of access to their properties, books and records, nonpublic information or data, with any person regarding any Competing Proposal (and shall promptly provide written notice to Buyer of receipt of any bona fide written Competing Proposal of which any of Cxxx Xxxxx, Kxxxx Xxxxxxx, Vxxxxxx Xxxxxxxx, Bxx Xxxxxxxxx, Rxxxx Xxxxxx or Pxxx Xxxxxx is aware, and the material terms and conditions thereof); (c) the Parents, Seller, the Company and their Subsidiaries and Representatives shall instruct NXXX and NEGI’s employees, in their capacity as managers of the Company or its Subsidiaries (and only to the extent that NXXX and such NXXX employees possess or have access to confidential or non-public information of, or participate in the management of, the Company or its Subsidiaries (“NEGI’s Relevant Employees”), and the Parents, Seller, the Company and their Subsidiaries shall use their commercially reasonable efforts, consistent with applicable Laws, to cause NXXX and NEGI’s Relevant Employees: (i) not to provide access to any negotiationssuch confidential or nonpublic information or data to, agreements any person in connection with any Competing Proposal; and (ii) to cease and terminate any and all provision of access to such confidential or discussions nonpublic information or data, with any person regarding any Competing Proposal; and (d) the Parents and Seller shall, and shall cause the Company, the Company’s Subsidiaries and their respective Representatives (i) to take affirmative action to prevent any registration statements of NEG, Inc., the Company or any of the Company’s Subsidiaries filed with the SEC prior to the date hereof that are not yet effective, from being amended or becoming effective (provided, however, that Seller shall not be required to withdraw any such registration statements and shall not be prohibited from making any amendments thereto required by the SEC in order to avoid the forced involuntary withdrawal of such registration statements by the SEC); (ii) not to file any such registration statements or similar forms or register any securities with respect to any Competing Proposed Transaction NEG, Inc. the Company or any offerof the Company’s Subsidiaries with the SEC; provided, inquirythat the foregoing shall not apply to NXXX; and (iii) to cease all actions in furtherance of marketing or completing the initial public offering of NEG, indication of interest or proposalInc., whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all Company or any portion of the Everest Plus Business Company’ Subsidiaries or the Purchased Assets or making effective any investment registration statements, provided, that nothing in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any this clause (iii) will limit Seller. On the Agreement Date, the Sellers, their Affiliates ’s right to continue internal preparation and their discussions with its Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch registration statements so long as such actions are kept confidential.

Exclusivity. From the Agreement Date until the earlier In view and in consideration of the termination substantial time and effort that the Parties will devote to the proposed transaction, for a period of time (the “Exclusivity Period”) commencing on the date of this Agreement and ending December 31, 2020 or at such earlier time that this Agreement is terminated pursuant to Section 9.01, or the ClosingClosing occurs, neither the Sellers Seller nor the Company nor any Blackbird Entity shall (and each shall ensure that its respective Representatives do not), and shall not authorize or permit any of their Affiliates or Representatives to, whether directly or indirectly, through any Representative or otherwise (i) take any actions to solicit, invite submission of, encourage, initiate, entertain, review, accept, executeconsider or respond to proposals or offers from any Person relating to any transaction involving the transfer or acquisition of all or substantially all of (x) the assets, facilitate, approve, provide any nonpublic information for, consider the merits (y) business of, or (z) the equity interests in, the Company or any of the Blackbird Entities, including pursuant to any merger, recapitalization, joint venture, conversion, exchange or business combination with or involving the Company or any of the Blackbird Entities, or any public or private offering, issuance, transfer or sale of shares of equity or debt securities of the Company (any of the foregoing, an “Acquisition Proposal”), (ii) participate in any negotiationsdiscussion or negotiation regarding an Acquisition Proposal with any person or entity other than the Buyer or Cxxxxx, agreements (iii) furnish any information or discussions with respect afford access to the properties, books, or records of the Company or any of the Blackbird Entities to any Competing Proposed Transaction or any offerPerson that has made or, inquiryto the Seller’s Knowledge, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (considered making an Acquisition Proposal other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (Buyer and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed TransactionCxxxxx, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not (iv) otherwise cooperate in any way be deemed with, assist or participate in, or facilitate or encourage any offer or attempt by any other Person to limit the obligations do any of the Sellers foregoing. The Seller and their the Company shall immediately terminate any activity with a third party respecting an Acquisition Proposal or any related inquiry and notify the Buyer regarding any contact from any Person regarding any such Acquisition Proposal or any related inquiry and shall provide to the Buyer with the name and other details of any such Acquisition Proposal or related inquiry. To the extent that Seller or the Company breaches this provision, it shall reimburse Buyer and its Representatives set forth for any and all costs and expenses incurred in connection with the first sentence of this paragraphtransactions contemplated herein.

Exclusivity. From the date of this Agreement Date until the earlier to occur of the termination of Closing or such time as this Agreement or the Closingis terminated pursuant to Section 7.3, the Sellers Seller Parties shall not, and shall cause the directors, members, managers, officers, employees, representatives and agents of the Seller and the Paragon Companies not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) solicit, encourage, initiate, entertainencourage or entertain any inquiries or proposals from, reviewdiscuss or negotiate with, accept, execute, facilitate, approve, or provide any nonpublic non-public information forto, or consider the merits ofof any inquiries or proposals from, any Person (other than Purchaser and its agents) relating to any merger, consolidation, business combination or similar transaction involving the Seller or any Paragon Company, or the sale of the business or assets of the Seller or any Paragon Company (excluding the sale of Inventory in the Ordinary Course of Business), or the sale of the Capital Stock or any equity interest in any of the other Paragon Companies (an “Acquisition Proposal”), (ii) knowingly hold or participate in any negotiations, agreements negotiations or discussions or enter into any agreements with any Person concerning an Acquisition Proposal; or (iii) knowingly deliver or make available to any Person any non-public information with respect to to, or take any Competing Proposed Transaction or other action regarding, any offer, inquiry, indication expression of interest interest, proposal or proposaloffer that constitutes an Acquisition Proposal. The Seller will cease, whether oraland will cause its Subsidiaries to cease, written or otherwiseand will instruct, formal or informaland will cause its Subsidiaries to instruct their respective Representatives to cease, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated any and all such existing activities, discussions or negotiations with any parties (other than Purchaser Persons conducted prior to or its Affiliates) conducted heretofore. Through on the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information date hereof with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphAcquisition Proposal.

Exclusivity. From Except with respect to this Agreement and the Agreement Date until transactions contemplated hereby, the earlier Company, no Stockholder and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the termination of this Agreement foregoing) (each, an "Agent") not to, (a) initiate, solicit or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives toseek, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, encouragewithout limitation, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, proposal or participate in offer to its shareholders or any negotiations, agreements or discussions of them) with respect to any Competing Proposed Transaction a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion of the Everest Plus Business or the Purchased Assets assets or any investment equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or liquidationprovide any confidential information or data to, dissolution or recapitalization of have any Seller 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 the Merger contemplated hereby. If the Company or Stockholder, or any Subsidiary of their respective Agents, have provided any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions person or negotiations with any parties entity (other than Purchaser UniCapital) with any confidential information or its Affiliates) conducted heretoforedata relating to an Acquisition Proposal, then they shall request the immediate return thereof. Through The Company and the earlier of the Closing Date Stockholders shall notify UniCapital immediately if any inquiries, proposals or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionoffers related to an Acquisition Proposal are received by, any request for confidential information with respect to any Competing Proposed Transactionor data is requested from, or any inquiry negotiations or contact with discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any Person with respect individual or entity referred to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphSection 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or 13.3.

Exclusivity. From the date of this Agreement Date until and ending on the earlier of (a) the Closing and (b) the termination of this Agreement or the Closingpursuant to Article IX, the Sellers Parties shall not, and shall cause their respective Subsidiaries and its and their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) enter into, solicit, encourageinitiate or continue any discussions or negotiations with, initiateor encourage or respond to any inquiries, entertainindications of interest, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofoffers or proposals by, or participate in any negotiationsnegotiations with, agreements or provide any information to, or otherwise cooperate in any way with, any Person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning an Alternative Transaction, (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.04. For purposes of this Agreement, an “Alternative Transaction” shall mean (A) with respect to the Company, (1) the issuance, sale or transfer to or investment by any Competing Proposed Transaction Person in any newly issued or currently outstanding Equity Interest in the Company or any offerof its Subsidiaries, inquiry(2) the sale or transfer of the assets of the Company and its Subsidiaries to any Person, indication excluding any inventory or immaterial assets sold or transferred in the Ordinary Course, or (3) any merger or business combination between the Company or any of interest its Subsidiaries, on the one hand, and any other Person, on the other hand; provided, however, that the Kiepe Acquisition (and any equity or proposalequity-linked financing transaction entered into by the Company or any Company Subsidiary in connection therewith) shall not constitute an Alternative Transaction, and (B) with respect to SPAC, Irish Holdco and Merger Sub, any direct or indirect acquisition of assets of business of any person, whether oralby way of a purchase of assets or securities or merger, written consolidation or otherwise, formal or informalsuch as the “initial business combination” under SPAC’s initial IPO prospectus with any third party. Each Party shall, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties Person conducted heretofore with respect to any Alternative Transaction. Each Party also agrees that it shall promptly request each Person (other than Purchaser the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such Person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a Party or any of its Affiliates) conducted heretofore. Through Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the earlier of the Closing Date or termination of this AgreementClosing, the Sellers then such Party shall promptly (and in any no event within three later than twenty-four (324) Business Days hours after receipt thereof by the Sellers such Party becomes aware of such inquiry or their Representativesproposal) advise Purchaser orally and notify such Person in writing of any Competing Proposed Transaction, any request for information that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal. Without limiting the foregoing, the Parties agree that any Competing Proposed Transaction, violation of the restrictions set forth in this Section 7.04 by a Party or any inquiry of its Subsidiaries or contact with any Person with respect to its or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision their respective Affiliates or Representatives shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence be a breach of this paragraphSection 7.04 by such Party.

Exclusivity. From (a) Prior to the Closing, or until this Agreement Date until is terminated in accordance with its terms, none of any Seller, Sellers’ Representative or the Company shall, and each such Person shall cause the Subsidiaries and its and their respective officers, employees, directors, managers, agents and representatives not to, directly or indirectly (i) solicit, initiate, knowingly induce, knowingly assist or take any action with the intent to facilitate or encourage (including by way of furnishing information) any inquiries with respect to, or the making of, any inquiry, proposal or offer (whether or not in writing, and including any proposal or offer to any Seller) from any Person or group of Persons, other than Buyer and its Affiliates, that may constitute, or that would reasonably be expected to result in, an Alternative Transaction; (ii) engage or enter into, continue or otherwise participate in any discussions, negotiations or agreements with any Person or group of Persons, other than Buyer and its Affiliates, regarding, or intended to result in, or would reasonably be expected to result in, an Alternative Transaction; (iii) furnish any information relating to the Company or any of its Affiliates, assets or businesses, or afford access to the assets, business, properties, books or records of the Company or any of its Affiliates to any Person or group of Persons, other than Buyer and its Affiliates, or cooperate in any way with any Person or groups of Persons, in each such case for the purpose of contemplating, knowingly assisting, or knowingly facilitating any proposal that may constitute, or that would reasonably be expected to result in, an Alternative Transaction; or (iv) enter into an Alternative Transaction or any agreement, arrangement or understanding with respect thereto, including, without limitation, any letter of intent, memorandum of understanding, agreement in principle, joint venture agreement, partnership agreement, term sheet or other similar document (whether oral or written) regarding, or that is intended to result in, or would reasonably be expected to result in, an Alternative Transaction. (b) Until the Closing or the earlier of the termination of this Agreement or the Closingin accordance with its terms, the Sellers shall notCompany, Seller and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers ’ Representative shall promptly (and in any event within three (3) one Business Days Day after receipt thereof by any Seller, Sellers’ Representative, the Sellers Company, any Subsidiary or any of their Representativesrespective Affiliates or representatives) advise Purchaser Buyer orally and in writing of any Competing Proposed Transactionproposal of the kind described in this Section ‎6.9 (including the identity of the proposing party and the proposed terms thereof), any request for information with respect to any Competing Proposed Transaction, such proposal or any inquiry or contact with any Person with respect to or which would reasonably be expected to could result in a Competing Proposed Transactionproposal of the kind described in this Section ‎6.9. (c) Each Seller (for itself and on behalf of its Affiliates) acknowledges and agrees that Bxxxx’s remedies at law for any breach of any Seller’s, the Company’s or their Affiliates’ obligations hereunder would be inadequate, and agree and consent that, in addition to any other relief available to Buyer at law or in equity, temporary and permanent injunctive relief, including specific performance, may be granted in a proceeding brought to enforce any provision hereof without the identity necessity of proof of actual damage or the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations posting of the Sellers and their Representatives set forth in the first sentence of this paragraph.a bond or other security

Exclusivity. From the date of this Agreement Date until the earlier of the Closing or the termination of this Agreement or the Closingin accordance with its terms, the Sellers Company shall not, and shall cause its Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, : (i) solicit, encourage, initiate, entertain, review, accept, executeencourage (including by means of furnishing or disclosing information), facilitate, approvediscuss or negotiate, provide directly or indirectly, any nonpublic information forinquiry, consider the merits of, proposal or participate in any negotiations, agreements offer (written or discussions oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any Competing Proposed Transaction non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public or private offering of any equity securities of the Company (or any offer, inquiry, indication of interest Affiliate or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion successor of the Everest Plus Business Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Purchased Assets or any investment in or liquidationforegoing. The Company shall, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated its Affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties Person (other than Purchaser or with Alset, its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (stockholders and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. The Company agrees to (A) notify Alset promptly upon receipt of any Competing Proposed TransactionCompany Acquisition Proposal by the Company, and to describe the material terms and conditions of any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result such Company Acquisition Proposal in a Competing Proposed Transaction, reasonable detail (including the identity of the proposing Person Persons making such Company Acquisition Proposal) and the terms thereof; provided that this provision shall not in (B) keep Alset reasonably informed on a current basis of any way be deemed modifications to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch offer or information.

Exclusivity. 14.1 From the Agreement Date date hereof until the earlier of date that occurs 160 (one hundred sixty) days following the termination of this Agreement or Offer Termination Date: (A) the Closing, the Sellers Parent shall not, and shall not authorize cause or permit any of their its Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) solicit, encourage, initiate, entertainor encourage the submission of offers, reviewproposals, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofinquiries, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication other indications of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereofthe sale, “Competing Proposed Transaction” means the direct or indirect dispositionassignment, whether by saletransfer, change of control, divestiture, merger or otherwise, of other similar transaction involving all or any material portion of the Everest Plus Business equity, debt or assets of the Divestment Business, including the sale or purchase of some or all of the Acquisition Shares, by any Person other than the Purchaser (any such transaction, an "Alternate Transaction"), (ii) participate, continue, enter into or suffer to permit any discussions or negotiations with, or provide any information with respect to, or knowingly take any action to facilitate or promote any inquiries or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization making of any Seller proposal that constitutes, or may reasonably be expected to lead to, an Alternate Transaction, or (iii) enter into any Subsidiary agreement, agreement in principle, understanding or other similar arrangement with respect to, or in connection with, any Alternate Transaction (including, for avoidance of doubt, any Seller. On confidentiality or non-disclosure undertaking in connection therewith); (B) the Agreement DateParent shall, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations its Affiliates and each of its and their respective Representatives to, refrain from engaging in any Communications with any parties third Person (other than Purchaser or its Representatives) with respect to an Alternate Transaction; and (C) the Parent shall not, and shall cause its Affiliates and each of its and their respective Representatives not to, directly or indirectly, provide access to any Person (other than Purchaser or its Representatives) to, or furnish any such Person with, any information (including Confidential Information) in connection with or in furtherance of any Alternate Transaction. 14.2 In the event that the Seller or any of its Affiliates) conducted heretofore. Through , or any of its or their respective Representatives, receives any written proposal or other Communication involving the earlier of the Closing Date or termination of matters set forth in this Agreementparagraph 14, the Sellers they shall promptly (and promptly, but in any event within three 48 (3forty-eight) Business Days after receipt thereof by hours, advise the Sellers or their Representatives) advise Purchaser orally and in writing of the receipt, directly or indirectly, of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, such proposal (including the specific terms thereof and the identity of the proposing Person or Persons involved) and promptly furnish to the Purchaser a copy of any such written Communication in addition to a copy of any information provided to or by any third party relating thereto. 14.3 For the avoidance of doubt, any breach of the terms thereof; provided that of this provision paragraph 14 by any Representative of the Parent shall not in any way be deemed a breach by the Parent. 14.4 This paragraph 14 does not apply if and to limit the extent the Offer is terminated (a) by the Seller upon a breach by the Purchaser of its obligations of this Protocol or (b) the Sellers and their Representatives set forth European Commission not approving the Proposed Transaction as contemplated in the first sentence of this paragraphSPA.

Exclusivity. From and after the Agreement Date until date hereof through and including the earlier date that is 90 days after the date hereof, and regardless of whether the Investor or its affiliates then hold any debt or equity securities of the termination of this Agreement or Company, neither the Closing, the Sellers shall not, and shall not authorize or permit Company nor any of its affiliates or subsidiaries, nor any of its or their Affiliates respective officers, employees, directors, agents or Representatives toother representatives, directly or indirectly, will (a) solicit, encourage, initiate, entertainencourage or accept any other inquiries, reviewproposals or offers from any Person (other than the Investor) relating to any transaction whereby the Company directly or indirectly issues equity or debt securities of the Company to a party in exchange for outstanding equity or debt securities, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofclaims or property interests, or partly in such exchange and partly for cash, in one or more transactions carried out pursuant to Section 3(a)(9) or Section 3(a)(10) of the Securities Act (any such transaction, an “Exchange Transaction”), (b) enter into, effect, alter, amend, announce or recommend to its shareholders any Exchange Transaction with any Person (other than the Investor), or (c) participate in any negotiationsdiscussions, agreements conversations, negotiations or discussions other communications with any Person (other than the Investor) regarding any Exchange Transaction, or furnish to any Person (other than the Investor) any information with respect to any Competing Proposed Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Investor) to seek an Exchange Transaction involving the Company or any offerof its subsidiaries. The Company, inquiryits affiliates and subsidiaries, indication and each of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates its and their Representatives respective officers, employees, directors, agents or other representatives shall immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties Persons (other than Purchaser or its Affiliatesthe Investor) conducted heretofore. Through the earlier with respect to any of the Closing Date or termination of this Agreement, the Sellers foregoing. The Company shall promptly (and in any no event within three later than 24 hours after receipt) notify (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or offer and set forth the material terms thereof) the Investor after receipt of any Competing Proposed inquiry, request, proposal or offer relating to any Exchange Transaction, and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Investor of any request for information with respect to written inquiries, requests, proposals or offers relating thereto. The Company agrees that it and its affiliates and subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives subsidiaries will not enter into any Competing Proposed Transaction, or any inquiry or contact agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to the Investor in accordance with respect to this provision. As used in this Agreement, “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or which other entity, as well as any syndicate or group that would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations be a person under Section 13(d)(3) of the Sellers and their Representatives set forth in the first sentence of this paragraphExchange Act.

Exclusivity. From the Agreement Date date hereof until the earlier of the termination of Closing or the date on which this Agreement terminates or is terminated in accordance with Section 8.2, the Closing, Company and the Sellers shall not, and they shall cause (as applicable), the General Partners, the Company and the Subsidiaries not authorize or permit any of their Affiliates or Representatives to, directly or indirectlyindirectly through any of their respective officers, solicitdirectors, encouragepartners, initiateemployees, entertainstockholders, reviewagents or representatives, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, (a) discuss or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by pursue a possible sale, merger or otherwise, other disposition of all the Company or any Subsidiary, any securities or substantial portion of the Everest Plus Business or assets of the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller Company or any Subsidiary or any interest therein with any Person (any such transaction, an “Alternative Transaction”) other than Purchasers or their respective representatives or provide any information to any Person other than Purchasers or their respective representatives in connection therewith, (b) except in connection with the performance of this Agreement, disclose the terms of this Agreement to any Person other than Purchasers or their respective representatives, except that the Company may furnish this Agreement to its lenders. None of the Sellers will vote their Shares or Units in favor of any SellerAlternative Transaction. On The Sellers shall cause the Agreement DateGeneral Partners, the SellersCompany and Subsidiaries and each of their respective officers, their Affiliates and their Representatives shall directors, partners, employees, stockholders, agents or representatives to immediately cease and shall cause to be terminated all such any existing discussions activities, discussions, or negotiations with any parties Persons (other than Purchaser Purchasers or its any of their Affiliates) conducted heretoforeprior to the date hereof in connection with an Alternative Transaction. Through Notwithstanding the earlier foregoing, any party may respond to an inquiry or other expression of interest without being deemed to have violated this Section 3.5 to the extent such party does not solicit, initiate or encourage such inquiry or other expression of interest, and such party’s response is limited to informing the Person making the inquiry or other expression of interest that such party has entered into a binding agreement for the acquisition of the Closing Date Company and is prohibited from further discussing or termination of this Agreement, the Sellers entertaining any alternative proposals. The Partners’ Representatives shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser Purchasers orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any such inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactionexpression of interest, including the material terms and conditions of such inquiry or expression of interest, and the identity of the proposing Person and making the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsame.

Exclusivity. From the Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informalSeller agrees that, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates date hereof through and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through including the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with Article IX hereof, Seller shall not, and Seller shall cause each other Transferred Company, and its and their respective Affiliates and representatives not to, directly or indirectly, (a) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the Sellers shall promptly (and proposed, surviving, merged, acquiring or acquired corporation, any material transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets or capital stock of or other equity interest in any event within three of the Transferred Companies (3other than the transactions contemplated by this Agreement) Business Days after receipt thereof by (a “Competing Transaction”), (b) facilitate, encourage, solicit, initiate or participate in discussions, negotiations or submissions of proposals or offers in respect of a proposed Competing Transaction, (c) furnish or cause to be furnished, to any Person (other than CEPCB and its Affiliates and representatives), any information concerning the Sellers business, operations, properties or their Representatives) advise Purchaser orally and in writing assets of any of the Transferred Companies in connection with a proposed Competing Proposed Transaction, or (d) otherwise cooperate in any request for information way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person (other than CEPCB and its Affiliates and representatives) to do or seek any of the foregoing, except in each of the foregoing cases with respect to the transactions contemplated herein. Notwithstanding the foregoing, nothing in this Section 6.12 or any Competing Proposed Transactionother provision of this Agreement shall preclude AMVEST Corporation or any of its Affiliates from pursuing the sale of any or all of its assets, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity all of the proposing Person and shares of capital stock or membership interests, as applicable, of its subsidiaries or itself, other than the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations assets, capital stock or membership interests of the Sellers and their Representatives set forth in the first sentence of this paragraphTransferred Companies.

Exclusivity. (a) From the date of this Agreement Date until the earlier of Closing Date or, if earlier, the termination of this Agreement Agreement, (i) Seller shall and shall cause its Representatives to (A) immediately cease and terminate any existing solicitation, discussion or negotiation with any third party with respect to any Acquisition Proposal and (B) use their reasonable efforts to recover or cause to be destroyed all nonpublic information concerning the Closing, Business in the Sellers shall notpossession of such Persons and their Representatives and advisors, and (ii) Seller shall not authorize or permit any of their Affiliates or respective Representatives to, directly or indirectly, (W) solicit, encourage, initiateaccept, entertain, review, accept, execute, facilitate, approvepermit or initiate the submission of any Acquisition Proposal, provide (X) enter into any agreement requiring Seller to abandon or terminate its participation in the transactions contemplated by this Agreement, (Y) participate in any discussions or negotiations regarding, or furnish any nonpublic information for, consider relating to the merits ofBusiness to any third party with respect to, or participate in take any negotiations, agreements other action knowingly to facilitate the making of any proposal that constitutes or discussions with respect would reasonably be expected to lead to any Competing Proposed Transaction Acquisition Proposal, or (Z) enter into any offerletter of intent, inquiry, indication of interest agreement or proposal, whether oral, written or otherwise, formal or informal, from any Person, similar document relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means Acquisition Proposal. (b) From the direct or indirect disposition, whether by sale, merger or otherwise, date of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the this Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of until the Closing Date or or, if earlier, the termination of this Agreement, the Sellers shall Seller will promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing notify Buyer of any Competing Proposed Transaction, inquiry received by them relating to an Acquisition Proposal and the material terms of any request for information with respect to any Competing Proposed Transaction, proposal or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactioninquiry, including the identity of the proposing Person and its Affiliates making the terms thereof; provided that this provision shall not in same, and Seller will keep Buyer fully informed on a prompt basis with respect to any way be deemed developments with respect to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch proposal or inquiry.

Exclusivity. From During the Agreement Date until the earlier of the termination of this Agreement or the ClosingInterim Period, the Sellers Seller shall not, and shall cause its Affiliates (including the Company and its Subsidiaries) and instruct their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (a) solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide facilitate or encourage any nonpublic information offer or proposal for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposalin, whether oral, written or otherwise, formal or informal, an Alternative Transaction from any Person, relating to (b) engage in, continue, facilitate, encourage or otherwise participate in discussions or negotiations with any Competing Proposed Person in respect of an Alternative Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct (c) furnish or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated furnished to any Person any information concerning the Company or its Subsidiaries in connection with an Alternative Transaction, (d) enter into any Contract with any Person setting forth the terms and conditions for an Alternative Transaction (including any letter of intent, agreement, agreement in principle or memorandum of understanding) or similar agreement, arrangement or understanding setting forth the terms and conditions of an Alternative Transaction or (e) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Seller and the Company further agree to, and to cause their Affiliates to, immediately suspend and terminate, and to use reasonable best efforts to cause their respective Representatives to immediately suspend and terminate, any activities that would be prohibited by the foregoing as of the execution and delivery of this Agreement, including suspending and terminating any and all such existing discussions or negotiations with any parties Person or group of Persons (other than Purchaser or and its Affiliates) conducted heretoforeregarding an Alternative Transaction and any and all access (whether through an electronic dataroom or otherwise), and shall cease to provide, to any such Person or group any non-public or proprietary information of or relating to the Company and any of its Subsidiaries regarding an Alternative Transaction. Through Neither the earlier Seller nor the Company shall, and they shall cause their Affiliates to instruct their Representatives not to, respond to any inquiry made by any Person concerning any such Alternative Transaction (including Persons with whom the Representatives may have had discussions prior to the date hereof), except to advise such Person of the Closing Date or termination of this Agreement, the Sellers shall promptly (limitations and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives restrictions set forth in the first sentence this Section 7.18. For purposes of this paragraphSection 7.18, a “Person” shall not include Purchaser or its Affiliates or their respective Representatives.

Exclusivity. From the date of this Agreement Date until and ending on the earlier of (a) the Closing and (b) the termination of this Agreement or the ClosingAgreement, the Sellers parties shall not, and shall cause their respective subsidiaries and its and their respective Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, (i) enter into, knowingly solicit, encourageinitiate or continue any discussions or negotiations with, initiate, entertain, review, accept, execute, facilitate, approve, provide or knowingly encourage or respond to any nonpublic information for, consider the merits ofinquiries or proposals by, or participate in any negotiationsnegotiations with, agreements or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s subsidiaries other than with the other parties to this Agreement and their respective Representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any Competing Proposed class of equity securities of the Company or any of the Company Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any offerproposal or offer that could reasonably be expected to lead to an Alternative Transaction, inquiry, indication of interest or proposal, whether oral, written (vii) resolve or otherwise, formal or informal, from agree to do any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action; provided that the Purchased Assets or any investment in or liquidationexecution, dissolution or recapitalization delivery and performance of any Seller or any Subsidiary this Agreement and the Transaction Documents and the consummation of any Sellerthe transactions contemplated hereby, including the Private Placement, shall not be deemed a violation of this Section 7.06. On the Agreement DateEach party shall, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated its subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties person conducted with respect to any Alternative Transaction. Each party also agrees that it will promptly request each person (other than Purchaser the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Evaluation Information or Transaction Information (as such terms are defined in the Confidentiality Agreement) furnished to such person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a party or any of its Affiliates) conducted heretofore. Through subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the earlier of the Closing Date or termination of this AgreementClosing, the Sellers then such party shall promptly (and in any no event within three later than twenty-four (324) Business Days hours after receipt thereof by the Sellers such party becomes aware of such inquiry or their Representativesproposal) advise Purchaser orally and notify such person in writing of any Competing Proposed Transaction, any request for information that such party is subject to an exclusivity agreement with respect to the Transaction that prohibits such party from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any Competing Proposed Transaction, violation of the restrictions set forth in this Section 7.06 by a party or any inquiry of its subsidiaries or contact with any Person with respect to its or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision their respective affiliates or Representatives shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence be a breach of this paragraphSection 7.06 by such party.

Exclusivity. (a) From the date of this Agreement Date until the Closing (or until earlier of the termination of this Agreement or the ClosingAgreement), the Sellers Seller shall not, not (and shall cause its Representatives not authorize or permit any of their Affiliates or Representatives to), directly or indirectly, (i) solicit, encourage, initiate, entertainseek, review, accept, execute, knowingly encourage or facilitate, approveor induce the making, provide submission or announcement by any nonpublic information forPerson of any inquiry, consider the merits ofexpression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (as defined below), (ii) enter into, participate in in, maintain or continue any negotiationscommunications (except solely to provide written notice as to the existence of these exclusivity provisions) or negotiations regarding, agreements or discussions deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternative Proposal, (iii) agree to, accept or approve any Alternative Proposal, or (iv) enter into any letter of intent or any other contract contemplating or otherwise relating to any Alternative Proposal. “Alternative Proposal” means any agreement, offer, proposal or indication of interest relating to, or involving: (A) a transaction or series of transactions whereby any Person (other than Buyer) proposes to acquire the EFK Facility (whether by merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, license, disposition or sale of assets); (B) the issuance, grant, disposition or acquisition of any security, instrument, obligation, right of first refusal, right of first offer, pre-emptive right or similar obligation that is or may become convertible into, exchangeable or exercisable for or with respect to the EFK Facility; or (C) any Competing Proposed Transaction or any offer, inquiry, indication other transaction the consummation of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactionfrustrate the purpose of, including the identity materially impede or prevent any of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphTransactions.

Exclusivity. From Until the Agreement Date until Closing Date, neither the earlier Seller nor any of its Representatives or controlling shareholders shall directly or indirectly in any manner (nor permit any subsidiary to) (a) entertain, solicit or encourage, (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with, or (c) negotiate or otherwise pursue, any proposal or discussions for or in connection with any possible sale of any Purchased Interests or of the termination businesses of this Agreement or the ClosingSubject Companies, the Sellers shall notno matter how structured, and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether including without limitation by sale, merger or otherwise, sale of all or any portion significant or controlling part of the Everest Plus Business shares in the capital of the Seller, by sale or the Purchased Assets license of all or any investment in significant part of the property and assets of either Subject Company, or liquidation, dissolution by any merger or recapitalization of any other business combination involving the Seller or any Subsidiary otherwise (each of any Sellerthe foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). On the Agreement Date, the Sellers, their Affiliates and their Representatives The Seller shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than notify the Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of (i) the receipt of any Competing Proposed proposal for an Alternative Transaction or any requests for any information relating to the Seller, the Subject Companies, their respective business or for access to the properties, books or records of either Subject Company by any Person which has informed the Seller that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any request such Alternative Transaction. The Seller shall be responsible for information with respect to any Competing Proposed Transactionbreach by its Representatives or controlling shareholders of any of the provisions of this Section 9.15. In the event that any of the provisions of this Section 9.15 are breached by the Seller, Idlewood Properties or any inquiry of their respective Representatives or contact controlling shareholders, the Seller (on behalf of itself and Idlewood Properties) shall reimburse the Purchaser for all of its and its Affiliates’ legal, accounting and other professional advisory fees, costs, expenses and other out-of-pocket expenses incurred in connection with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity purchase and sale of the proposing Person Purchased Interests and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers preparation, execution and their Representatives set forth in the first sentence delivery of this paragraphAgreement and the Confidentiality Agreement and all documents and instruments to be executed pursuant to this Agreement and the Confidentiality Agreement and such reimbursement shall be paid by the Seller to the Purchaser on or before the 20th Business Day following the date that the Purchaser provides the Seller with reasonable evidence of such out-of-pocket expenses.

Exclusivity. From the Agreement Date until the earlier Parent, Merger Sub and AgEagle recognize that a great deal of time, effort and expense has been and will be undertaken by each of the termination parties in connection with the negotiation of this Agreement or and the Closing, the Sellers shall nottransactions contemplated hereby, and shall therefore each of the parties agrees that for the period commencing on the date hereof and ending on January 31, 2018, they will negotiate exclusively with the other party, and it will not authorize or (nor will they permit any of their Affiliates respective, subsidiaries’ or Representatives affiliates’ stockholders, managers, members, directors, officers, employees, partners or representatives to), directly or indirectly, solicittake any of the following actions with any third-party other than Parent, encourageMerger Sub and AgEagle and their respective officers, initiatedirectors, entertainmanagers, reviewmembers, acceptpartners, executeofficers, facilitateemployees, approverepresentatives and other affiliates: (a) solicit or encourage inquiries or proposals with respect to, provide furnish any nonpublic information forrelating to, consider the merits of, or participate in any negotiations, agreements negotiations or discussions with respect to concerning, or cooperate in any Competing Proposed Transaction manner relating to, any possible acquisition of or by the parties or any offer, inquiry, indication of interest their respective subsidiaries or proposal, whether oral, written affiliates or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means investments (all the direct or indirect dispositionforegoing, whether by saleway of merger, merger purchase of equity interests, a loan, purchase of assets, exclusive license or otherwise) (each matter referred to in this clause (a), of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties “Other Transaction”); (other than Purchaser or its Affiliatesb) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for provide information with respect to any Competing Proposed Transactionparty or any of their subsidiaries or affiliates to any Person relating to, or otherwise cooperate with, facilitate or encourage any inquiry effort or contact attempt by any Person with regard to, any possible Other Transaction; or (c) enter into any Other Transaction or understanding with any Person with respect to providing for or which would reasonably be expected to result in a Competing Proposed regarding an Other Transaction or possible Other Transaction, including the identity . Each of the proposing parties represent and warrant to each other that (i) it has ceased and caused to be terminated any and all existing contacts or negotiations with third parties, that neither it nor any of its representative are presently engaged in any negotiations or discussions concerning any Other Transaction with any Person other than the Buyer Entities and AgEagle; and (ii) each party will notify the other party within 48 hours of receipt of another offer, and will inform the other party if such offer is superior to the transaction contemplated by this Agreement in terms of economics, but will not otherwise be obligated to divulge any details regarding such offer. Each party acknowledges and agrees that the foregoing provisions constitute an essential and necessary inducement to each party’s willingness to continue discussions regarding the Merger and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphTransactions contemplated hereby.

Exclusivity. (a) From the date of this Agreement Date until the earlier of the date of the termination of this Agreement or the ClosingEffective Time, the Sellers Company and its Subsidiaries shall not, not (and the Company shall not permit and shall not authorize or permit instruct its and any of their Affiliates its Subsidiaries’ officers, directors or employees or Representatives retained by it or any of its subsidiaries not to, ) directly or indirectly, solicit, encourage, indirectly (i) solicit or initiate, entertain, review, accept, execute, facilitate, approve, provide or engage in discussions or negotiate with any nonpublic information for, consider Person (whether such discussions or negotiations are initiated by the merits of, Company or participate in any negotiations, agreements or discussions otherwise) with respect to any Competing Proposed Transaction Acquisition Proposal or take any offerother action intended or designed to facilitate or encourage the making of any Acquisition Proposal, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from (ii) provide information with respect to the Company to any Person, other than Parent and its Representatives, relating to an Acquisition Proposal, (iii) enter into an agreement, letter of intent or understanding with respect to an Acquisition Proposal, or (iv) make any statement, recommendation or solicitation in support of any Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer relating to any Competing Proposed Transaction. For purposes hereoftransaction or series of related transactions involving (i) any sale, “Competing Proposed Transaction” means the lease or other disposition, direct or indirect disposition, whether by sale, merger or otherwise(and however structured), of all or any substantially all or a material portion of the Everest Plus Business assets of the Company and its Subsidiaries taken as a whole, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a third party beneficially owning (or the Purchased Assets Company purchasing) ten percent (10%) or more of any class of securities of the Company or any investment in or of its Subsidiaries, (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or recapitalization of any Seller other similar transaction involving the Company or any Subsidiary of its Subsidiaries, or (iv) any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier combination of the Closing Date or termination foregoing in a series of related transactions (the term “beneficial ownership” for purposes of this AgreementAgreement having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Sellers rules and regulations thereunder); provided, however, that the term “Acquisition Proposal” shall promptly (not include the Merger and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactionother transactions contemplated hereby, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphSpinoff.

Exclusivity. From During the Agreement Date until period beginning on the earlier of the termination of this Agreement or the Closing, the Sellers shall not, date hereof and shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through ending on the earlier of the Closing Date or termination of this Agreementthe Termination Date, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information except with respect to this Agreement and the Transactions, the Company agrees that it will not, it will use its reasonable best efforts to cause its directors, officers, and employees not to, and it shall direct its Affiliates and other agents and representatives (including any Competing Proposed Transactioninvestment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its Stockholders or any of them individually) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any inquiry purchase of all or contact any substantial portion of the assets or any securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into a Contract, agreement or understanding with any Person relating to a Proposal. If the Company or any Agent has provided any Person (other than Buyer’s or the Company’s Agents) with respect any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or which would reasonably offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be expected initiated or continued with, it or any of its respective directors, officers, employees and Affiliates or, to result in a Competing Proposed Transactionthe Knowledge of the Company, including any other Agent. Such notice shall disclose the identity of the proposing Person party making, and the terms thereof; provided that this provision and conditions of, any such Proposal, inquiry or request, and shall not include a true and complete copy of such Proposal, inquiry or request, if in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphwriting.

Exclusivity. From the Agreement Date until the earlier In consideration of the termination of this Agreement or time, effort and other expense expended by Buyer in connection with the ClosingContemplated Transactions, Seller and the Sellers shall Unitholders will not, and shall not authorize or permit any will cause the Seller Affiliates and each of their Affiliates or respective Representatives not to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider after the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates Execution Date and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with Article 12, whether directly or indirectly, (a) initiate, solicit, encourage, respond to, or otherwise facilitate any inquiries or proposals or enter into or continue any discussions, negotiations, understandings, arrangements or agreements (other than with Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Sellers shall promptly (and Purchased Assets or any equity interest in any event within three entity that directly or indirectly owns or leases any portion of the Business or any material portion of the Purchased Assets (3including by merger or consolidation); (ii) Business Days after receipt thereof any management or lease arrangement in connection with the business and operation of the Business; or (iii) any other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction; or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by the Sellers any Person (other than Buyer or their Representatives) advise Purchaser orally and in writing of any Competing Proposed relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by Seller, the Unitholders, any request for information with respect to any Competing Proposed TransactionSeller Affiliate, or any inquiry of their respective Representatives from a Person (other than Buyer or contact with any Person with respect its Representatives), Seller and the Unitholders will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or which would reasonably be expected to result in a Competing Proposed Transaction, including agreement and the identity of the proposing Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Seller’s unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Seller and the terms thereof; provided Unitholders agree and acknowledge that this provision shall not in any way be deemed to limit the obligations violation of the Sellers covenants or agreements in this Section 6.10 would cause irreparable injury to Buyer and their Representatives set forth its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the first sentence necessity of this paragraphproving actual damages or posting a bond or other security. Promptly following the Execution Date, Seller and the Unitholders shall, and shall cause the Seller Affiliates to, request that (i) all Confidential Information previously disclosed to any other Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to Seller; (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed; and (iii) the receiving party of such Confidential Information provide Seller and the Unitholders a written certification of an officer of the receiving party that the foregoing clauses (i) and (ii) have been satisfied.

Exclusivity. From the Agreement Date until the earlier of the termination date of this Agreement until the Closing (or until such earlier time as this Agreement is terminated in accordance with Section 9.1), each of the ClosingCompany, XX Xxxxxxx and the XX Xxxxxxx Seller, on behalf of itself and their Affiliates, including, without limitation, the Sellers APN Entities, agrees that such Person shall not, and shall (a) cause their respective officers, directors and employees and (b) use reasonable best efforts to cause their partners, members, managers, agents, advisors and other representatives, in each case not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits ofknowingly encourage or assist, or participate in respond to the submission of any negotiations, agreements proposal or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offer from any Person, Person (other than Purchaser and its representatives) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means (i) the direct or indirect disposition, whether by sale, merger or otherwise, acquisition of all or any portion substantially all of the Everest Plus Business equity interests or all or substantially all of the assets of XX Xxxxxxx or the Purchased Assets or APN Entities, (ii) any investment in or liquidation, dissolution or recapitalization re-capitalization of XX Xxxxxxx or the APN Entities, (iii) merger or consolidation involving XX Xxxxxxx or the APN Entities or (iv) similar transaction or business combination (a “Competing Transaction”), nor participate in any Seller or continue any Subsidiary ongoing discussions or negotiations regarding, or furnish to any other Person and information with respect to, or otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate of encourage, any effort or attempt by any Person to pursue or effect a Competing Transaction or enter into any agreement with respect to a Competing Transaction. Each of the Company, XX Xxxxxxx and the XX Xxxxxxx Seller. On the Agreement Date, on behalf of itself and their Affiliates, including, without limitation, the SellersAPN Entities, shall, and shall instruct their Affiliates respective officers, directors, partners, members, managers, employees, agents, advisors and their Representatives shall other representatives not to, immediately cease and shall cause to be terminated all such any existing activities, discussions or negotiations with any parties Person (other than Purchaser or and its Affiliatesrepresentatives) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction. Notwithstanding anything to the contrary herein, including this Section 6.5 shall not, directly or indirectly, apply or relate to the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphPre-Closing Reorganization.

Exclusivity. (a) From the Agreement Date until the earlier of the termination date of this Agreement or to the Closing, neither the Sellers shall not, and shall not authorize or permit Company nor any of their its officers, directors, stockholders, Affiliates of stockholders, Representatives or Representatives toany Representative of the foregoing will, without the prior written approval of Buyer, directly or indirectly, take any of the following actions with any party other than Buyer or its Affiliates: (i) (A) solicit, initiate or encourage, initiateor take any other action with the intention of facilitating, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider inquiries or the merits of, making of any proposal that constitutes an Excluded Transaction Proposal or (B) participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with regarding any parties Excluded Transaction Proposal; (ii) disclose or furnish to any Person other than Purchaser Buyer and its Affiliates any information concerning the assets or its Affiliates) conducted heretofore. Through the earlier business of the Closing Date Company (A) which is not customarily disclosed to third parties in the Ordinary Course of Business, or termination of this Agreement, the Sellers shall promptly (and B) in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing contemplation of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, of the types of transactions described in the definition of Excluded Transaction Proposal; or (iii) assist or any inquiry or contact cooperate with any Person with respect other than Buyer and its Affiliates to make any offer or which would reasonably proposal to consummate or effect any of the types of transactions described in the definition of Excluded Transaction Proposal. (b) Without limiting Section 5.6(a), it is understood that any violation of the restrictions set forth in Section 5.6(a) by any Person covered by Section 5.6(a), whether or not such Person is purporting to act on behalf of the Company, shall be expected deemed to result be a breach of Section 5.6(a) by the Company. (c) If any of the Persons identified in a Competing Proposed TransactionSection 5.6(a) receives any inquiry, including proposal or offer of the nature described in Section 5.6(a), then the Company shall, within one Business Day thereafter, notify Buyer of such inquiry, proposal or offer, indicating the identity of the proposing Person party making the inquiry, proposal or offer, the material terms, conditions and other aspects of such inquiry, proposal or offer, including the scope of the work at issue and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations extent of the Sellers contemplated commitment of the Company’s resources and their Representatives set forth in capacity, and a copy of any written materials received from such Person making the first sentence of this paragraphinquiry, proposal or offer.

Exclusivity. From the date of this Agreement Date until the earlier of the Closing or the termination of this Agreement or the Closingin accordance with its terms, the Sellers Company shall not, and shall cause its Representatives not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, : (i) solicit, encourage, initiate, entertain, review, accept, executeencourage (including by means of furnishing or disclosing information), facilitate, approvediscuss or negotiate, provide directly or indirectly, any nonpublic information forinquiry, consider the merits of, proposal or participate in any negotiations, agreements offer (written or discussions oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any Competing Proposed Transaction non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public or private offering of any equity securities of the Company (or any offer, inquiry, indication of interest Affiliate or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion successor of the Everest Plus Business Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Purchased Assets or any investment in or liquidationforegoing. The Company shall, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated its Affiliates and Representatives to, immediately cease any and all such existing discussions or negotiations with any parties Person (other than Purchaser or with Parsec, its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (stockholders and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. The Company agrees to (A) notify Parsec promptly upon receipt of any Competing Proposed TransactionCompany Acquisition Proposal by the Company, and to describe the material terms and conditions of any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result such Company Acquisition Proposal in a Competing Proposed Transaction, reasonable detail (including the identity of the proposing Person Persons making such Company Acquisition Proposal) and the terms thereof; provided that this provision shall not in (B) keep Parsec reasonably informed on a current basis of any way be deemed modifications to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch offer or information.

Exclusivity. From the Agreement Date until (a) Until the earlier occurs of the Closing or the termination of this Agreement or Agreement, none of the ClosingSeller, the Sellers shall notany Acquired Company, and shall not authorize or permit nor any of their respective directors, officers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall initiate, solicit, entertain, negotiate, accept or Representatives todiscuss, directly or indirectly, solicitor encourage inquiries or proposals (each, encouragean "Acquisition Proposal") with respect to, initiate, entertain, review, accept, execute, facilitate, approve, provide or furnish any nonpublic information for, consider the merits of, relating to or participate in any negotiations, agreements negotiations or discussions concerning, or enter into any agreement with respect to to, any Competing Proposed Transaction acquisition or purchase of all or a substantial portion of the business, assets, properties, capital stock or capital stock equivalents of the Company or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect dispositionits Subsidiaries (a "Potential Sale"), whether by salemerger, merger combination, sale of stock, sale of assets, recapitalization, or otherwiseotherwise (an "Acquisition"), of all or enter into any portion agreement, arrangement or undertaking requiring it to abandon, terminate or fail to consummate the transaction contemplated by this Agreement. The Seller and the Company shall, and shall cause each other member of the Everest Plus Business or the Purchased Assets or any investment in or liquidationCompany Group to, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such any existing activities, including discussions or negotiations with any parties (parties, other than Purchaser or its Affiliates) Buyer, conducted heretofore. Through prior to the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information EXECUTION COPY date hereof with respect to any Competing Proposed TransactionAcquisition Proposal. The Company shall (i) immediately inform Buyer of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith and (ii) inform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or its potential financing sources). The Seller and the Company represent that each is not a party to or bound by any inquiry or contact with any Person agreement with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity an Acquisition Proposal other than under this Agreement. Each of the proposing Person Seller and the terms thereofCompany shall cause its officers, directors, agents and advisors to comply with the provisions of this Section 5.8. Notwithstanding the foregoing, Seller and Company shall not be prohibited by this Section 5.8 from participating in negotiations to sell the Ashland Facility; provided that this provision the Company shall not in keep the Buyer duly apprised of all such negotiations or transactions and provide Buyer with any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch information or details regarding such transaction as Buyer shall reasonably request.

Exclusivity. From During the Agreement Date until the earlier of the termination of this Agreement or the ClosingInterim Period, the Sellers shall Company hereby covenants and agrees that it will not, and will instruct and cause its Subsidiaries and its and their officers, employees and directors to not, and shall direct its and their investment bankers, financial advisors, attorneys and other agents and authorized representatives (“Representatives”) not authorize or permit any of their to, and Seller Representative hereby covenants and agrees that it will not, and will cause its Affiliates or and will direct its Representatives not to, directly or indirectly: (a) initiate, solicit, solicit or knowingly encourage, or knowingly facilitate, any inquiries or the making of any proposal relating to, any Competing Transaction, (b) initiate, entertain, review, accept, execute, facilitate, approve, provide enter into or continue discussions or negotiate with any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions Person with respect to any Competing Proposed Transaction, (c) knowingly endorse or knowingly agree to endorse any Competing Transaction or knowingly provide any offerinformation or materials to any Person in connection with any Competing Transaction or (d) enter into (or agree to enter into) any agreement in principle, letter of intent, understanding, term sheet, merger agreement, acquisition agreement, option agreement or other instrument relating to, or consummate, any Competing Transaction. Promptly following the receipt by the Company or any of its directors, officers or management-level employees (including any receipt by such Persons from any of the Company’s other Representatives) of any inquiry, indication of interest or proposal, whether oralrequest for information, written or otherwise, formal or informal, from any Person, other communication relating to a Competing Transaction (and in any Competing Proposed Transactionevent within 48 hours thereafter), the Company will notify Parent in writing of such receipt. For purposes hereofof this Agreement, a “Competing Proposed Transaction” means any of the direct following: (i) any acquisition, merger, consolidation, share exchange, business combination, joint venture, partnership, or indirect dispositionsimilar transaction (or series of transactions) involving ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries taken as a whole (as determined on a book-value basis (including Indebtedness secured solely by such assets)), whether by in a single transaction or series of related transactions; (ii) any sale, merger lease, exchange, mortgage, pledge, transfer or otherwiseother disposition of ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries taken as a whole (as determined on a book-value basis (including Indebtedness secured solely by such assets)), in a single transaction or series of all related transactions; (iii) any transaction contemplating either the issuance by the Company or any portion of its Subsidiaries of ten percent (10%) or more of any class of its capital stock, or the acquisition (directly or indirectly) by any Person of ten percent (10%) or more of any class of the Everest Plus Business Company’s or any of its Subsidiaries share capital; or (iv) any similar transaction, in each case, other than the transactions contemplated by this Agreement or the Purchased Assets or any investment in or liquidationother Transaction Documents (including, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Datebut not limited to, the SellersFinam Transactions and the Quack Restructuring). The Company shall, and the Company shall cause each of its Subsidiaries to, and shall direct their respective Representatives to, and the Seller Representative shall (and shall cause its Affiliates and their Representatives shall respective representatives to), immediately (A) cease and shall cause to be terminated all such any existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction and (B) terminate access for any Person (other than Parent, Merger Sub, their Affiliates and their respective advisors and representatives) to any data room in connection with any Competing Transaction (or potential Competing Transaction, including the identity ). It is understood and agreed that any violation of the proposing Person and foregoing provisions by (x) any of the terms thereof; provided that this provision Company’s Subsidiaries or any of the Company’s or its Subsidiaries Representatives, shall not in any way be deemed to limit be a breach of this Section 5.4 by the obligations Company, and (y) any of the Sellers and Seller Representative’s Affiliates or its or their Representatives set forth in the first sentence representatives, shall be deemed to be a breach of this paragraphSection 5.4 by the Seller Representative.

Exclusivity. From the Agreement Date until the earlier of the termination date of this Agreement or until its termination pursuant to Section 9.1, neither the Closing, the Sellers shall not, and shall not authorize or permit Companies nor any of their Affiliates respective Subsidiaries, on the one hand, nor GSL or Representatives any of its respective Subsidiaries, on the other hand, shall, and such Persons shall use reasonable best efforts to cause each of their respective officers, directors, Affiliates, managers, consultant, employees, representatives and agents not to, directly or indirectly, (i) encourage, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, engage or participate in negotiations with any negotiationsPerson concerning any Alternative Transaction, agreements (ii) take any other action intended or discussions with respect designed to facilitate the efforts of any Competing Proposed Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating Contract related to any Competing Proposed Alternative Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers term “Alternative Transaction” shall mean any of the following transactions involving GSL, the Companies or any of their respective Subsidiaries (other than the Mergers): (i) any merger, consolidation, share exchange, business combination or other similar transaction, or (ii) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of GSL, any Company or any of their respective Subsidiaries or 10% or more of any class or series of the capital stock or Equity Interests of GSL, any Company or any of their respective Subsidiaries in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Companies or GSL or any of their respective Subsidiaries, representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within three one (31) Business Days Day after receipt thereof by the Sellers or their Representativesreceipt) advise Purchaser the other parties to this Agreement orally and in writing of any Competing Proposed TransactionAlternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The Companies and GSL, any request for information as applicable, shall keep the other parties informed on a reasonably current basis of material developments with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphsuch Alternative Proposal.

Exclusivity. From During the period beginning on the date of this Agreement Date until and ending on the earlier of (a) the termination Closing and (b) the date on which the Merger Agreement is validly terminated in accordance with its terms, for the benefit of this Agreement or the ClosingCompany, the Sellers Sponsor shall not, and shall cause its Affiliates not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, indirectly (i) solicit, encourageinitiate or knowingly encourage or facilitate the making, initiatesubmission or announcement of any Acquisition Proposal (with respect to the Purchaser), entertain(ii) furnish any non-public information regarding the Purchaser or its Affiliates or their respective businesses, reviewoperations, acceptassets, executeLiabilities, facilitatefinancial condition, approveprospects or employees to any Person or group (other than any Party to the Merger Agreement or such Party’s Representatives) in connection with or in response to an Acquisition Proposal (with respect to the Purchaser), provide any nonpublic information for, consider the merits of, (iii) engage or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties Person or group with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal (with respect to the Purchaser), (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (with respect to the Purchaser), (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other than similar agreement related to any Acquisition Proposal (with respect to the Purchaser), (v) release any third Person from, or waive any provision of, any confidentiality agreement relating to the Purchaser to which Sponsor is a party or (vii) agree or resolve to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates) conducted heretofore. Through the earlier of the Closing Date Affiliates from duly exercising his or termination of this Agreementher authority, the Sellers shall promptly (and or otherwise acting in any event within three (3) Business Days after receipt thereof by the Sellers his or their Representatives) advise Purchaser orally and in writing her capacity, as officer or director of any Competing Proposed Transaction, any request for information entity (including with respect to any Competing Proposed Transaction, other special purpose acquisition companies and/or their sponsors) other than Sponsor or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphPurchaser.

Exclusivity. From the date of this Agreement Date until the earlier to occur of (a) the execution and delivery by the Sponsors and the Company of the termination of this Asset Purchase Agreement or (b) the Closingdelivery of a notice from the Required DIP Term Lenders to the Company stating that the Required Dip Term Lenders will no longer be pursuing the Restructuring, neither the Sellers shall not, and shall not authorize or permit Company nor any of their Affiliates or its Representatives will, other than to, directly from or indirectly, with respect to the Sponsors: (x) solicit, encourage, initiate, entertainencourage or accept any inquiries, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, proposals or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, offers from any Person, Person (i) relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct acquisition or indirect disposition, whether by sale, merger or otherwise, purchase of all or any portion of the Everest Plus Business capital stock of the Company or any of its subsidiaries or the Purchased Assets assets of the Company or any investment of its subsidiaries, (ii) to enter into any merger, recapitalization, reorganization, joint venture or other business combination with the Company or any of its subsidiaries or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company; or (y) participate in any discussions, conversations, negotiations or liquidationother communications with any other Person regarding, dissolution or recapitalization furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person to seek to do any of the foregoing; provided, however, that the Company and its Representatives shall not be precluded from (1) after the 21st day following the petition date, distributing confidentiality agreements (and finalizing same) and marketing materials to potential acquirors of the Company (but shall be precluded from negotiating or discussing any terms related to a transaction, including the potential value or terms of any Seller proposed bid) and (2) advising potential acquirors that a process will be established whereby such Persons may have an opportunity to bid for some or any Subsidiary all of any Sellerthe Company’s assets in accordance with bidding procedures to be approved by the Bankruptcy Court. On Except with respect to potential transactions set forth in a written agreement between the Agreement DateCompany and the Required DIP Term Lenders, the Sellers, their Affiliates and their Representatives Company shall immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties (other than Purchaser or its Affiliates) Person conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Transactionof the foregoing, in each case, other than to, from or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphSponsors.

Exclusivity. From Between the date of this Agreement Date until and the earlier of (a) the Closing and (b) the termination of this Agreement or the ClosingAgreement, the Sellers Seller shall not, and shall cause the Acquired Companies and its respective Affiliates, officers, directors, managers, representatives (in their capacity as such) or agents (in their capacity as such) not authorize to, (i) solicit, initiate, consider, encourage or permit accept any of their Affiliates other proposals or Representatives tooffers from any Person (A) relating to any acquisition or purchase, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or Capital Stock of any of the Purchased Assets Acquired Companies or any investment ownership interest in any of the Acquired Companies or any substantial assets of the Acquired Companies (excluding sales of assets in the Ordinary Course of Business), (B) initiate or consummate any merger, liquidation, dissolution consolidation or recapitalization of any other business combination with Seller or any Subsidiary of the Acquired Companies or (C) enter into a recapitalization, reorganization or any Seller. On other extraordinary business transaction involving or otherwise relating to Seller or any of the Agreement DateAcquired Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the Sellersforegoing; provided, their however, that transactions with Buyer or its Affiliates and the transactions contemplated by Section 5.17 (Redemption of Lantana Preferred Stock) hereof shall not be violations of this Section 5.7. Seller shall, and shall cause its Affiliates, officers, directors, managers, representatives (in their Representatives shall capacity as such) and agents (in their capacity as such) to immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties (other than Purchaser or its Affiliates) Persons conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Transactionof the foregoing. Seller shall not, and shall cause its Affiliates not to, release any Person from, or waive any inquiry provision of, any confidentiality or contact standstill agreement to which Seller or any of its Affiliates is a party entered into in connection with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity proposed acquisition of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphAcquired Companies.

Exclusivity. From During the Agreement Date until period between January 20, 2016 and ending on the earlier of Closing Date or the termination of Termination Date, except with respect to this Agreement or and the Closingtransactions contemplated hereby, the Sellers shall Company agrees that it will not, and shall not authorize 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 permit accounting firm retained by it or any of their Affiliates them and any individual member or Representatives employee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, encouragewithout limitation, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, proposal or participate in offer to its shareholders or any negotiations, agreements or discussions of them) with respect to any Competing Proposed Transaction a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, purchase of all or any substantial portion of the Everest Plus Business or the Purchased Assets assets or any investment in or liquidationsecurities of, dissolution or recapitalization of any Seller the Company or any Subsidiary of its Subsidiaries (any Seller. On the Agreement Datesuch proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, the Sellersor provide any confidential information or data to, their Affiliates and their Representatives shall immediately cease and shall cause or have any substantive discussions with, any person relating to be terminated all such existing discussions a Proposal; (c) otherwise facilitate or negotiations cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any parties Person relating to a Proposal. If the Company, any of its Subsidiaries or any Agent has provided any Person (other than Purchaser Buyer’s or the Company’s or its AffiliatesSubsidiaries’ Agents) conducted heretoforewith any confidential information or data relating to a Proposal, they shall request the immediate return thereof. Through the earlier of the Closing Date The Company shall notify Buyer immediately if any inquiries, proposals or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionoffers related to a Proposal are received by, any request for confidential information with respect to any Competing Proposed Transactionor data is requested from, or any inquiry negotiations or contact with discussions related to a Proposal are sought to be initiated or continued with, it, any Person with respect of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to or which would reasonably be expected to result in a Competing Proposed Transactionits Knowledge, including any other Agent. Such notice shall disclose the identity of the proposing Person party making, and the terms thereof; provided that this provision and conditions of, any such Proposal, inquiry or request, and shall not include a true and complete copy of such Proposal, inquiry or request, if in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphwriting.

Exclusivity. From the Agreement Date (a) Subject to Section 5.3(b) hereof, until the earlier to occur of the Closing Date and the date of termination of this Agreement or the Closingpursuant to Section 8.1, the Sellers shall not, and shall not authorize or permit no Seller nor any of their Affiliates its officers, directors, employees, Affiliates, agents or Representatives toother representatives nor the Company (in its capacity as the sole shareholder of BHP and HCI) shall, directly or indirectly, take any of the following actions: (i) solicit, encourage, initiate, entertain, reviewaccept receipt of, accept, execute, facilitate, approve, provide review or encourage any nonpublic information for, consider the merits ofproposals or offers from, or participate in any negotiations, agreements or conduct discussions with respect or participate or engage in negotiations with, any Person relating to any Competing Proposed Transaction or any offer, inquiry, indication of interest offer or proposal, whether oral, written or otherwise, formal or informal, from with respect to the acquisition of any PersonHarvxx Xxxertainment Assets or the Harvxx Xxxertainment Business (including, relating to but not limited to, any Competing Proposed Transaction. For purposes hereofacquisition structured as a merger, “Competing Proposed Transaction” means the direct or indirect dispositionconsolidation, whether by saleshare exchange, merger purchase or otherwise) (in each case, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidationa "Harvxx Xxxe Transaction"), dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliatesii) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for provide information with respect to any Competing Proposed Seller, any Affiliate of any Seller, the Harvxx Xxxertainment Assets or the Harvxx Xxxertainment Business to any Person, other than to Purchaser, relating to (or which any Seller believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any Harvxx Xxxe Transaction, (iii) agree to enter into any contract, agreement or other arrangement with any Person, other than Purchaser, providing for, or approve, a Harvxx Xxxe Transaction, (iv) make or authorize any statement, recommendation, solicitation or endorsement in support of any Harvxx Xxxe Transaction other than by Purchaser, or (v) authorize or permit any of Sellers' or their Affiliates' officers, directors, employees, shareholders or other agents to take any such action. The Board of Directors of each Seller shall not fail to recommend, or withdraw, modify or change in any manner adverse to Purchaser its approval or recommendation of, this Agreement, the Acquisition or the other transactions contemplated hereby, or resolve to take any of the foregoing actions. In addition, if any Seller or any Affiliate of Sellers receives any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact with from any Person with respect to or which would reasonably be expected to result in to, a Competing Proposed Harvxx Xxxe Transaction, such Seller shall immediately notify such offeror that the Company has entered into an exclusive sales agreement and cannot negotiate any offers for sale and such Seller shall also notify Purchaser thereof and provide Purchaser with the details thereof, including the identity of the proposing Person or Persons making such offer or proposal, and shall keep Purchaser fully informed on a current basis of the status and details of any such offer or proposal. This Section 5.3(a) shall not apply to any proposals or offers from third parties with respect to (i) the sale of the capital stock or assets of PM Entertainment or its subsidiaries or (ii) the sale of the capital stock of the Company, provided that in any such sale the purchaser therein shall expressly agree to honor this Agreement, and vote in favor thereof if necessary. (b) Nothing contained in this Section 5.3 shall prevent the Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the shareholders of the Company a bona fide Harvxx Xxxe Transaction not solicited in violation of this Agreement, provided that the Board of Directors of the Company determines in good faith, upon advice of outside counsel, that it is required to do so in order to discharge properly its fiduciary duties. Nothing contained in this Section 5.3 shall prohibit the Board of Directors of the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer. If the Board of Directors of the Company receives a request for material nonpublic information by a Person who makes, or indicates that it is considering making, an offer of a bona fide Harvxx Xxxe Transaction, and the terms thereof; Board of Directors determines in good faith and upon the advice of outside counsel that it is required to cause the Company to act as provided that in this provision shall not Section 5.3(b) in any way be deemed order to limit discharge properly the obligations of directors' fiduciary duties, then, provided such Person has executed a confidentiality agreement substantially similar to the Sellers one then in effect between the Company and their Representatives set forth in Purchaser, the first sentence of this paragraphCompany may provide such Person with access to information regarding the Company.

Exclusivity. From the date of this Agreement Date until the earlier of the termination of this Agreement or and the Closing, the Sellers shall notneither Seller nor any Member will, and shall each will cause each of such Person’s respective officers, employees, directors, managers, members, partners, equityholders, advisors, representatives, agents and Affiliates not authorize or permit any of their Affiliates or Representatives to, (a) directly or indirectly, indirectly solicit, encourage, initiate, entertainencourage (including by way of furnishing information), reviewor take any other action to facilitate any inquiry or the making of any proposal which constitutes, acceptor could reasonably be expected to lead to, executeany acquisition or purchase of a substantial portion of the assets, facilitateequity interests or other securities of Seller or any tender offer or exchange offer, approvemerger, provide consolidation, business combination, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving Seller, or any nonpublic information forother transaction, consider the merits ofconsummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any negotiationsdiscussions or negotiations regarding any Alternate Transaction Proposal, agreements or discussions furnish to any other Person any information with respect to the business or assets of Seller in connection with an Alternate Transaction Proposal, or otherwise cooperate in any Competing Proposed Transaction way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller will, and the Members will cause Seller to, promptly notify Purchaser in the event that Seller, any Member or any offerof their respective officers, inquirydirectors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transactionproposal regarding an Alternate Transaction Proposal, including the identity of the proposing Person indicating such interest or making such Alternate Transaction Proposal and the terms a copy thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraph.

Exclusivity. From the date of this Agreement Date until the earlier of the Closing or the termination of this Agreement or the Closing, Agreement: (a) None of the Sellers nor the Company shall nottake, and nor shall not authorize or any of them permit any of their Affiliates or respective Representatives toto take, directly or indirectly, any action to solicit, encourage, initiateinitiate or engage in discussions or negotiations with, entertain, review, accept, execute, facilitate, approve, or provide any nonpublic information for, consider to or enter into any agreement with any Person (other than the merits of, or participate in Purchaser and/or any negotiations, agreements or discussions with respect to of its Affiliates) concerning any Competing Proposed Transaction purchase of any of the Company’s equity securities or any offermerger, inquirysale of substantial assets or similar transaction involving the Company, indication other than assets sold in the ordinary course of interest or proposalbusiness (each such acquisition transaction, whether oralan “Acquisition Transaction”). The Sellers shall, written or otherwiseand shall cause the Company and any of their respective Representatives to, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or discussions, conversations, negotiations and other communications with any parties Person (other than Purchaser or and its Affiliates) conducted heretofore. Through the earlier with respect to any of the Closing Date foregoing. Notwithstanding the foregoing, any of the Sellers, the Company or termination their respective Representatives may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that the Sellers and the Company are subject to an exclusivity agreement and are unable to provide any information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction so long as such exclusivity agreement remains in effect. The Sellers shall promptly (but in any event within forty-eight hours) notify the Purchaser if any of the Seller, the Company or any of their Representatives receive any offer for, or any solicitation to discuss or negotiate, an Acquisition Transaction. (b) The Purchaser shall not take, and shall cause its Affiliates and their respective Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than the Sellers and/or any of their Affiliates) concerning any Business Combination (each such transaction, a “Business Combination Transaction”). The Purchaser shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than the Sellers and their Affiliates) with respect to any of the foregoing. The Sellers hereby acknowledge that prior to the date of this Agreement, the Sellers Purchaser has provided information relating to the Business Combination and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Business Combination Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Business Combination Transaction without any breach by the Purchaser of this Section 6.10(b). Notwithstanding the foregoing, the Purchaser, any of its Affiliates and any of its or their respective Representatives may respond to any unsolicited proposal regarding a Business Combination Transaction by indicating that the Purchaser is subject to an exclusivity agreement and is unable to entertain any proposals or offers or engage in any negotiations or discussions concerning a Business Combination Transaction so long as such exclusivity agreement remains in effect. The Purchaser shall promptly (and but in any event within three (3forty-eight hours) Business Days after receipt thereof by notify the Sellers Sellers, if the Purchaser or their Representatives) advise Purchaser orally and in writing any of its Representatives receives any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transactionoffer for, or any inquiry solicitation to discuss or contact with any Person with respect to or which would reasonably be expected to result in negotiate, a Competing Proposed Business Combination Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraph.

Exclusivity. From During the Agreement Date until the earlier of the termination of Interim Period, except with respect to this Agreement or and the Closingtransactions contemplated hereby, the Sellers shall Company and the Stockholders agree that they will not, and shall not authorize they 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, lending, financing, legal or permit accounting firm retained by it or any of their Affiliates them and any individual member or Representatives employee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider inquiries or the merits of, making or participate in implementation of any negotiations, agreements proposal or discussions offer (including any proposal or offer to its stockholders or any of them) with respect to any Competing Proposed Transaction a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, purchase of all or any substantial portion of the Everest Plus Business or the Purchased Assets assets or any investment in or liquidationsecurities of, dissolution or recapitalization of any Seller the Company or any Subsidiary of its Subsidiaries (any Seller. On the Agreement Datesuch proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, the Sellersor provide any confidential information or data to, their Affiliates and their Representatives shall immediately cease and shall cause or have any substantive discussions with, any person relating to be terminated all such existing discussions a Proposal; (c) otherwise facilitate or negotiations cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any parties Person relating to a Proposal. If the Company, any of its Subsidiaries or any Agent has provided any Person (other than Purchaser Buyer’s or the Company’s or its AffiliatesSubsidiaries’ Agents) conducted heretoforewith any confidential information or data relating to a Proposal, they shall request the immediate return thereof. Through the earlier of the Closing Date The Company shall notify Buyer immediately if any inquiries, proposals or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transactionoffers related to a Proposal are received by, any request for confidential information with respect to any Competing Proposed Transactionor data is requested from, or any inquiry negotiations or contact with discussions related to a Proposal are sought to be initiated or continued with, it, any Person with respect of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to or which would reasonably be expected to result in a Competing Proposed Transactionits Knowledge, including any other Agent. Such notice shall disclose the identity of the proposing Person party making, and the terms thereof; provided that this provision and conditions of, any such Proposal, inquiry or request, and shall not include a true and complete copy of such Proposal, inquiry or request, if in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraphwriting.

Exclusivity. (a) From the date of this Agreement Date until the Closing, or the earlier of the termination of this Agreement or the Closingin accordance with Article VII, the Sellers shall not, Company will not (and shall will not authorize cause or permit any of Subsidiary or its or their Affiliates or Representatives to, directly or indirectly, ) solicit, encourage, initiate, entertainenter into, reviewor continue discussions, acceptnegotiations, executeor transactions with, facilitateor encourage or respond to any inquiries or proposals by, approve, or provide any nonpublic information for, consider the merits ofto any Person relating to, or participate enter into or consummate any transaction relating to, (i) any merger, sale of the Company’s equity interests or a material portion of the Company’s or its Subsidiaries’ assets, or a similar change in any negotiations, agreements or discussions control transaction with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller Company or any Subsidiary of or (ii) any Sellerfinancing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s ability to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Competing Company Transactions”). On the Agreement DateIn addition, the SellersCompany will, their Affiliates and will cause each of its Subsidiaries and its and their respective Representatives shall immediately to, promptly cease any and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) Person conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information heretofore with respect to any Competing Proposed Company Transaction. The Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) (x) notify Parent if the Company or, to the Company’s Knowledge, any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Company Transaction after the execution and delivery of this Agreement, (y) notify Parent of the identity of the Person making such inquiry or contact submitting such proposal, offer or submission, and (z) provide Parent with a copy of such inquiry, proposal, offer or submission (in the case of subsections (y) and (z) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the Exclusivity Agreement, to which the Company is a party, as determined in good faith by the Company, in which case the Company shall provide such notice to the maximum extent not prohibited). The Company agrees that the rights and remedies for noncompliance with this Section 4.3(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy for such injury. (b) From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, Parent and Merger Sub will not (and will not cause or permit its Affiliates or Representatives to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to (i) any merger, sale of the equity interests of Parent or Merger Sub or a material portion of Parent’s assets, or a similar change in control transaction with respect to Parent or Merger Sub or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Parent’s ability to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Competing Parent Transactions”). In addition, Parent will, and will cause Merger Sub and each of its and their respective Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Parent Transaction. Parent will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or which would reasonably be expected submission) notify the Company if Parent, Merger Sub or, to result in Parent’s Knowledge, any of its or their Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Proposed Transaction, Parent Transaction (including the identity of the proposing Person making such inquiry or submitting such proposal, offer or submission), after the execution and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence delivery of this paragraphAgreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. Parent agrees that the rights and remedies for noncompliance with this Section 4.3(b) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the Company and that money damages would not provide an adequate remedy for such injury.