Common use of Exclusivity Clause in Contracts

Exclusivity. (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until From the date hereof until the earlier of (i) the Closing and such time as Date, or (ii) the termination of this Agreement is terminated in accordance with pursuant to Article IX, except for IX (such earlier date being referred to herein as the transactions contemplated by this Agreement“Exclusivity Termination Date”), the Sellers Seller and the Company Stockholders shall not, and shall cause the Company Subsidiaries not to, and shall instruct authorize or permit any of their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companyofficers, the Sellers directors, employees, agents, representatives or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)Affiliates to, directly or indirectly: : (i) solicit, initiate, solicit or knowingly encourage, facilitate or encourage (to the extent within such Person’s control) permit the submission of any inquiries proposal, inquiry, or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the making Purchased Assets (a “Competing Transaction”) other than acquisitions of any proposal or offer that constitutesthe Purchased Assets in the Ordinary Course of Business, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize furnish any statementinformation, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations negotiations, or enter into an agreement regardingany Contract, letter of intent, or provide any other understanding (whether written, oral, binding, non-public information binding, or data to any person relating to, any Acquisition Proposal; or (ivotherwise) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalregarding a Competing Transaction. (b) For purposes Immediately following the execution of this Agreement, each of the term “Acquisition Proposal” means (i) Seller and Stockholders will terminate any proposal and all discussions or offer negotiations with respect to any Competing Transaction and request each Person that has heretofore executed a mergerconfidentiality agreement in connection with a Competing Transaction to return all confidential information heretofore furnished to such Person by or on behalf of, joint ventureor with respect to, partnershipthe Seller, consolidationthe Business or the Purchased Assets. (c) From the date hereof through the Exclusivity Termination Date, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving if the Company Seller or any Company Subsidiary and (ii) Stockholder receives any acquisition by any person resulting ininquiry, proposal, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or offer relating to a series of related transactions, of shares of any class of equity securities of the Company or those of any Company SubsidiaryCompeting Transaction, or any assets request for information relating thereto, such party will promptly, and in any event within one (including1) Business Day, notify Buyer in writing of such inquiry, proposal, offer, or request, including the identity of the Person making such inquiry, proposal, offer, or request, and the terms and details thereof, including a copy of any writing (including any electronic mail) relating thereto. (d) Each of the Seller and Stockholders hereby acknowledges that any breach of this Section 6.11 would cause substantial and irreparable damage to Buyer for which money damages would be an inadequate remedy and, accordingly, acknowledges and agrees that Buyer will be entitled to an injunction, specific performance or other equitable relief to prevent the breach of such obligations (in addition to all other rights and remedies to which Buyer may be entitled in respect of any such breach), without limitation, equity securities the necessity of any subsidiaries) of the Company posting a bond or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementsecurity.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Seller agrees that he will not, and will cause the Company and its directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXencourage, except for the transactions contemplated by this Agreementinitiate, the Sellers and the Company shall notsolicit, and shall cause the Company Subsidiaries not seek or respond to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, business combination, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiaryinvolving, or any assets (including, without limitation, equity securities purchase of all or any subsidiaries) substantial portion of the Company assets or any Company Subsidiaryequity or equity-linked securities of, in each case other than the Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Purchaser of the transactions contemplated by this AgreementAgreement (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 or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Seller shall notify the Purchaser in writing immediately of (and in any event within one business day of the receipt of) any inquiries, proposals or offers related to a Proposal are received by, any information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the Seller, the Company or any of its directors, officers, managers, employees and Affiliates or, to its knowledge, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Purchaser, identify the Person involved with, and the terms of, any such Proposal and shall provide the Purchaser with copies of any written materials delivered in connection therewith.

Exclusivity. (a) Until From the earlier date of the Closing and such time as this Agreement is terminated in accordance with Article IXuntil the Closing, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not toits Affiliates, and shall instruct its and their respective Representatives officers, trustees, employees, brokers, finders, financial advisors, investment bankers, directors, representatives and agents (collectively, “Representatives”) not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companya) solicit, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly encourage, facilitate or encourage any inquiries or the making (including by way of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide furnishing any non-public information or data providing assistance or access to properties or assets) any inquiries or any proposal or offer (including any proposal or offer to the Company’s stockholders) (i) relating to any person (A) debt or equity financing of the Company or any of its Subsidiaries, or (B) acquisition or purchase of all or any portion (other than ordinary course sales of products or immaterial assets) of the assets of the Company or any of its Subsidiaries (including any license, sale, disposition or other transaction involving or relating toto any asset or right, including intellectual property assets or rights), (ii) to enter into any Acquisition Proposal; or business combination, equity or debt financing with the Company or any Subsidiary of the Company, (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary of the Company, or (iv) otherwise relating to any acquisition or purchase of all or a portion of the outstanding capital stock or other securities of the Company (any of the transactions described in this clause (a) being referred to herein as an “Alternative Transaction”), (b) knowingly facilitate participate in or enter into any discussions, conversations, negotiations or other communications regarding, furnish to any other Person any information with respect to, or cooperate with or encourage any effort or attempt by any other Person to make an Acquisition Proposal. seek to do, any of the foregoing, (bc) For purposes of this Agreement, the term “Acquisition Proposal” means (i) grant any proposal person any waiver or offer release under any standstill or similar agreement with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or (d) enter into any assets (includingagreement, without limitationarrangement, equity securities understanding, term sheet or letter of intent with respect to any subsidiaries) of the foregoing. The Company or shall, and shall cause its Affiliates and its and their Representatives to, immediately cease and terminate any Company Subsidiaryand all existing discussions, conversations, negotiations and other communications with any and all Persons conducted heretofore with respect to any of the foregoing, in each case case, other than the transactions contemplated by this Agreement. The Company shall notify the Investor promptly if any such approach, proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to the Investor, indicate in reasonable detail the identity of the Person making such approach, proposal, offer, inquiry or contact and the terms and conditions of such approach, proposal, offer, inquiry or contact. To the extent that the Closing does not occur, and the Company enters into any Alternative Transaction with any Person other than Investor during the period starting on the date hereof through the date that is twelve (12) months following the termination of this Agreement in accordance with Article VIII, the Company shall pay Investor an aggregate amount equal to (i) $12,500,000 as liquidated damages, plus (ii) all Investor Expenses (such aggregate amount, the “Company Fee”).

Exclusivity. (a) Until Seller hereby agrees that from the earlier of date hereof until the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by or the Company Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the Sellers)“Representatives”) will, directly or indirectly: (i) indirectly assist any party to solicit, encourage, initiate, solicit entertain, review, accept, execute, support, approve or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any negotiations, agreements or discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender any offer, recapitalizationinquiry, reorganizationindication of interest or proposal, rights offeringwhether oral, share exchangewritten or otherwise, business combination formal or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting ininformal, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerto, directly or indirectly, in one (a) invest in, or a series acquire, Seller or any Subsidiary of related transactionsSeller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of shares assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any class Subsidiary of equity Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the Company or those of any Company SubsidiaryUniversity, Seller, or any Subsidiary of Seller or any of their businesses or assets (includingcollectively, without limitation, equity securities of any subsidiaries) of the Company foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or termination of this Agreement, Seller agrees to notify Buyer immediately if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), or any Company Subsidiaryinquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of them or their Representatives, including the identity of the proposing person and the terms thereof; provided that this provision shall not in each case other than any way be deemed to limit the transactions contemplated by obligations of or their respective Representatives set forth in the first sentence of this Agreementparagraph.

Exclusivity. (a) Until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article IXVII, except for the transactions contemplated by this Agreementeach Seller agrees that neither such Seller, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that nor any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers its controlled Affiliates or any Company Subsidiaryof its or its controlled Affiliates’ directors, shall be deemed to be a breach of this Agreement by the Company and the Sellers)officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives shall, directly or indirectly: , solicit, initiate or engage in (iincluding by way of furnishing information) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding or enter into an agreement regardingfurnish any action with respect to any negotiations, proposals, or offers of any kind with respect to the disposition of such Seller or part or all of its Spending Account Business in the case of MII Life or the Units in the case of Aware (in each case, whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction). If a Seller, or any of its Affiliates or any of its or its Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives receives an offer to purchase or acquire (in each case, whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction) all or any part of SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (5) Business Days of the receipt of such offer, provide written notice of such offer to Buyer along with the details thereof (including the identity of such Person and copies of any non-public information proposals and the specific terms and conditions discussed or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort proposed). During the period from the date of this Agreement through the Closing or attempt to make an Acquisition Proposal. (b) For purposes the earlier termination of this Agreement, the term “Acquisition Proposal” means Sellers shall exercise their rights under any confidentiality agreement with any Person (iother than Buyer) any proposal or offer with respect relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination proposed transaction to direct such Person to return or similar transaction involving the Company or destroy any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series confidential information of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementSellers provided thereunder.

Exclusivity. (a) Until From the earlier of Effective Date until the Closing and such time as this Agreement is terminated in accordance with Article IXDate, except for the transactions contemplated by this Agreement, the Sellers and the Company Seller shall not, and shall cause the Company its Subsidiaries not to, and shall instruct its and their respective Representatives not and any other Person acting on its or their behalf to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownernot, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in one or a series of related transactionscontinue, of shares of any class of equity securities discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Company Target Companies or those of relating to the Business to any Company Subsidiary, Person (other than Buyer or any assets (including, without limitation, equity securities of any subsidiaries) of the Company its Affiliates or any Company SubsidiaryRepresentatives), in each case case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other than equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the transactions contemplated by this Agreementassets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications).

Exclusivity. From the date hereof until the earliest of (a) Until the earlier of the Closing and Date or (b) such time as date on which this Agreement is validly terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers each Seller and the Company shall its Subsidiaries and its Affiliates will not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (i) initiatesolicit, solicit initiate or knowingly facilitate or encourage any inquiries or accept the making submission of any proposal or offer that constitutesfrom any Person relating to the acquisition of any Seller, its respective Subsidiaries or could reasonably be expected to lead to, any Acquisition Proposal; the Assumed Platform Assets or (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or enter into an agreement regarding, the Assumed Platform Assets or provide furnish any non-public confidential or proprietary information or data with respect thereto to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt Person who would reasonably be expected to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets (other than the Buyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to a mergerany discussions or negotiations regarding the acquisition of any Seller, joint ventureits respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of any bid, partnershipoffer or proposal it receives with respect to any Seller, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination its respective Subsidiaries or similar transaction involving the Company Assumed Platform Assets or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than transaction inconsistent with the transactions contemplated by this Agreement.

Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), the Investor shall and shall cause its Affiliates to: (a) Until work exclusively with Parent and its Affiliates to implement the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXTransactions, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not including to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the SellersTransaction Documents (to the extent not finalized or executed prior to the date hereof); (b) not, shall cause its Affiliates not to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly: , either alone or with or through any authorized Representatives (i) initiatemake an Acquisition Proposal, solicit or knowingly solicit, encourage, facilitate or encourage join with or invite any inquiries or other Person to be involved in the making of any proposal or offer that constitutes, or could reasonably be expected to lead toof, any Acquisition Proposal; , (ii) make provide any information to any Third Party with a view to the Third Party or authorize any statementother person pursuing or considering to pursue an Acquisition Proposal, recommendation (iii) finance or solicitation offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal; , (iiiiv) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or provide any non-public information or data to any person relating todo, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes anything that is directly inconsistent with the provisions of this Agreement, the term “Acquisition Proposal” means Merger Agreement or the Transactions, (iv) take any proposal action that would reasonably be expected to have the effect of preventing, disabling or offer delaying such Investor from performing its obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in 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 a mergeran Acquisition Proposal; and (d) promptly notify Parent if it or, joint ventureto its knowledge, partnershipany of its Representatives receives any approach or communication with respect to any Acquisition Proposal, consolidationincluding in such notice the identity of the other Persons involved and the nature and content of the approach or communication, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares provide Parent with copies of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementwritten communication.

Exclusivity. (a) Until From the date hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, the Sellers Company and the Company each Parent shall not, and shall cause the Company Subsidiaries their respective controlled Affiliates and direct their Representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) , solicit, encourage, initiate, solicit or knowingly facilitate enter into any Contract, or encourage any inquiries or entertain the making submission of any proposal or offer that constitutesfrom any Person, relating to the direct or indirect acquisition of any of the capital stock or other Equity Securities of any member of the Company Group, or could reasonably be expected to lead to, all or any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support material portion of the assets of any Acquisition Proposal; (iii) engage inof the foregoing, continue whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of stock, or otherwise otherwise, or participate in any discussions or negotiations or enter into an agreement regarding, or provide furnish any non-public information or data to any person relating with respect to, any Acquisition Proposal; or (iv) otherwise assist or participate in, or knowingly facilitate in any other manner any effort or attempt by any Person to make an Acquisition Proposal. do or seek to do any of the foregoing, except in each case for discussions with Subscriber regarding the transactions contemplated by the Transaction Documents. The Company and each Parent shall, and shall cause their respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (bother than the Subscriber, as contemplated by the Transaction Documents) For purposes conducted heretofore with respect to any of the matters addressed in this Agreement‎‎Section 5.04. In the event that the Company or any Parent receives a proposal regarding any of the matters restricted by this ‎‎Section 5.04, the term “Acquisition Proposal” means Company or such Parent, as applicable, shall provide the Subscriber with prompt (and in any event within 24 hours) written notice of, and all material information relating to, the same. Notwithstanding anything express or implied above in this ‎‎Section 5.04, this ‎‎Section 5.04 shall not be applicable to (i) any proposal acquisition of property or offer with respect to a mergerassets by the Company Group in the ordinary course of business, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination (ii) any acquisition of property or similar transaction involving assets of the Company or any Company Subsidiary and (ii) any acquisition by any person resulting inother wholly owned Company Subsidiary, (iii) the Recapitalization Transactions or (iv) subject to ‎‎Section 10.06, any transaction that involves a merger or business combination of either Parent, any primary or secondary issuance or sale of Equity Securities of either Parent, or proposal any other disposition of, or offerother transaction related to, whichEquity Securities, if consummated, would result in businesses or assets of either Parent or any person becoming the beneficial owner, directly or indirectlyof their respective Subsidiaries other than, in one each case, the Company Units or a series of related transactions, of shares of any class of equity securities property or assets of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementGroup.

Exclusivity. (a) Until From the date of this Agreement until the earlier to occur of the Closing and such time as the termination of this Agreement is terminated in accordance with Article IXARTICLE VIII, except for the transactions contemplated by this Agreement, the Sellers and the Company each Seller Party shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , through any officer, director, employee, agent or Affiliate, enter into any agreement, agreement in principle or other commitment (iwhether or not legally binding) initiaterelating to any business combination with, solicit recapitalization of, or knowingly facilitate acquisition or purchase of all or any material portion of the Business (other than the inventory in the ordinary course of the Business), whether structured as a merger, stock purchase, license, recapitalization, lease, asset transaction or otherwise (a “Competing Transaction”), or solicit, initiate or encourage any inquiries or the making submission of any proposal or offer that constitutesfrom any Person relating to any Competing Transaction, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise nor participate in any or continue any ongoing discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data furnish to any person relating Person any information with respect to, or otherwise cooperate in any Acquisition Proposal; or (iv) otherwise knowingly way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to make an Acquisition Proposal. (b) For purposes effect a Competing Transaction. Notwithstanding anything to the contrary contained in this Section 5.9, this Agreement shall in no event restrict or limit any Seller discussions or negotiations in respect of a sale or transfer of all or substantially all of the assets or equity of Seller; provided that this Agreement, the term “Acquisition Proposal” means (i) sentence shall not permit any proposal Seller Party or offer with respect its Affiliates to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company abdicate this Agreement or any Company Subsidiary Ancillary Agreement or otherwise avoid its obligations to consummate the Closing and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementAgreement and the Ancillary Agreements.

Exclusivity. From the date of this Agreement until the earlier of either (a) Until the earlier Closing, or (b) the termination of the Closing and such time as this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, neither the Sellers nor the Company will, and the Company shall not, and shall Sellers will cause the Company their respective Subsidiaries and Representatives not to, and shall instruct their respective Representatives not (i) solicit, initiate, facilitate, or encourage any inquiries, discussions, or proposals from, negotiate with, or in any manner encourage, discuss, accept, or consider any proposal from any Person relating to (it being understood and agreed that any violation direct or indirect sale or other disposition of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of Shares, the Company, any of its Subsidiaries, the Sellers Business, the Assets, or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly other transaction (including any joint venture or indirectly: (iother contractual arrangement) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead toimpede, interfere with, prevent, materially delay, or limit the economic or other benefit to the Purchaser of the transactions contemplated under this Agreement (any Acquisition Proposal; such transaction, an “Alternative Transaction”); or (ii) make furnish or authorize provide any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement Confidential Information regarding, or provide afford any non-public information or data to any person relating access to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreementthe properties, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting inbooks, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) 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 Subsidiaryhereby represent and warrant that each has terminated any prior inquiries, in each case other than discussions, proposals, or related negotiations regarding an Alternative Transaction and the transactions contemplated by this AgreementSellers’ 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 Person making any such inquiry or proposal (or on behalf of whom such inquiry or proposal was made) that the Sellers, the Company, or their respective Representatives may receive or of which they may become aware following the date hereof.

Exclusivity. Within the Exclusivity Period, (a) Until each Consortium Member shall work exclusively with the earlier of other Consortium Members to implement the Closing and such time as this Agreement is terminated Transaction in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers Agreement and shall not discuss with any third party regarding any transaction relating to the Company or the Securities; -9- (b) each Consortium Member shall not, and shall cause the Company Subsidiaries its/his/her Affiliates not to, without the prior knowledge and shall instruct their respective Representatives not to (it being understood and agreed that any violation written consent of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerother Consortium Members, directly or indirectly, either alone or with any of its/his/her Affiliates: (i) make a Competing Proposal or join with, or invite, any other Person to be involved in one or a series of related transactions, of shares the making of any class Competing Proposal or provide any information to any other Person with a view to pursue or evaluate a Competing Proposal; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financing in support of equity securities any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise dispose of, any Securities except as contemplated under this Agreement and the Documentation, or enter into any agreement, arrangement or understanding with respect thereto; (iv) enter into any agreement, arrangement or understanding with respect to a limitation on voting rights of the Company Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or those grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities except as contemplated under this Agreement and the Documentation or to expressly support the Transaction; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other Person in doing any of the things mentioned in the foregoing provisions of this Section 9.1(b); and (c) each Consortium Member shall notify the other Consortium Members immediately if it/he/she or any of its/his/her Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal and shall disclose to the other Consortium Members the identity of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) other Persons involved and the nature and content of the Company approach or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementcommunication.

Exclusivity. (a) Until The Seller agrees that, commencing on the date of this Agreement and until the earlier of the Closing and such time as or the date on which this Agreement is has been terminated in accordance with Article IXby its terms (the "EXCLUSIVITY PERIOD"), except for the Buyer shall have the exclusive right to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Sellers Seller agrees that, unless this Agreement is terminated by its terms, the Seller shall not (and the Company Seller shall notnot cause or permit any Affiliate (including any Member), and shall cause the Company Subsidiaries not toInsider, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers agent or representative or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellersother Person acting on its behalf to), directly or indirectly: , through any officer, director, shareholder, member, partner, Affiliate, employee, agent, investment banker, attorney, accountant or other representative or otherwise, (i) initiatesolicit, solicit or knowingly facilitate initiate or encourage any inquiries or the making submission of any proposal or offer that constitutes(an "ACQUISITION PROPOSAL") from any Person (including any of its officers, directors, partners, members, shareholders, Affiliates, employees, agents and other representatives) relating to any direct or indirect liquidation, dissolution, recapitalization of, merger or consolidation with or into, or could reasonably be expected to lead toacquisition or purchase of all or any portion of the Shares of, or any Acquisition Proposal; material asset of, or any capital stock or other Equity Interest of, the Seller or any Acquired Company or any other similar transactions or business combination involving the Seller or any Acquired Company, or (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data furnish to any person relating other Person any information with respect to, or otherwise cooperate in any Acquisition Proposal; or (iv) otherwise knowingly way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to make an Acquisition Proposaldo or seek to do any of the foregoing. (b) For purposes 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 this Agreementthe Exclusivity Period, all contacts, discussions and negotiations with third parties (other than the term “Buyer and its Affiliates, agents and representatives) regarding any Acquisition Proposal” means (i) . The Seller shall promptly notify the Buyer if any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiarysuch Acquisition Proposal, or any assets inquiry or contact with any Person with respect thereto (including, without limitation, equity securities of including any subsidiaries) of Person with whom the Company Seller or any Acquired Company Subsidiaryhas already had such discussions), in each case other than the transactions contemplated by this Agreementis made.

Exclusivity. (a) Until During the period from the date of this Agreement until the earlier of the Closing and such time as termination of this Agreement is terminated in accordance with Article IXSection 8.1 and the Closing, except for the transactions contemplated by this Agreementand in all cases subject to Section 5.1, the Sellers and the Company shall not, and shall cause the its Representatives and each Company Subsidiaries Subsidiary not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (i) initiatesolicit, solicit initiate or knowingly take any action to facilitate or encourage any inquiries or the making of making, submission or announcement of, any proposal or offer from any Person or group of Persons other than Parent and Parent Sponsor (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that constitutesmay constitute, or could reasonably be expected to lead to, any Acquisition Proposal; a Competing Transaction; (ii) make or authorize any statemententer into, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage participate in, continue or otherwise participate in engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to any Group Company or enter into an agreement regardingany of its assets or businesses, or provide afford access to the assets, business, properties, books or records of any non-public information Group Company to a Competing Buyer, for the express purpose of assisting with or data facilitating, or that could otherwise reasonably be expected to any person relating lead to, any Acquisition Proposala Competing Transaction; or (iv) otherwise knowingly facilitate approve, endorse or recommend any effort Competing Transaction; or attempt (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to make a Competing Transaction or publicly announce an Acquisition Proposalintention to do so. (b) For purposes During the period from the date of this AgreementAgreement until the earlier of termination of this Agreement in accordance with Section 8.1 and the Closing, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerneither Parent nor Merger Sub shall, directly or indirectly, in one (i) solicit, initiate or a series knowingly take any action to facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case Persons other than the transactions contemplated by this AgreementCompany (and its respective representatives, acting in their capacity as such) (a “Competing Company”) that may constitute, or could reasonably be expected to lead to, a Parent Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Company regarding a Parent Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to Parent or Merger Sub or any of its assets or businesses, or afford access to the assets, business, properties, books or records of any of Parent or Merger Sub to a Competing Company, for the express purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Parent Competing Transaction; (iv) approve, endorse or recommend any Parent Competing Transaction; or (v) enter into a Parent Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Parent Competing Transaction or publicly announce an intention to do so. Parent shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Parent Competing Transaction.

Exclusivity. (a) Until NWS and the Tyler Entities agree to the following exclusivity provisions until the earlier of the Closing and such time as or the termination of this Agreement is terminated (the “Exclusivity Period”): (a) During the Exclusivity Period, NWS shall exclusively be in accordance discussions and negotiate with Article IX, except for the transactions contemplated by this Agreement, the Sellers Tyler Entities and the Company shall not, and will procure that its Affiliates and Representatives shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)not, directly or indirectly: indirectly (iwhether or not in conjunction with a Third Party) solicit, encourage, or initiate any offer or proposal from, or enter into, re-start, solicit, initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate engage in any discussions or negotiations with, or seek, encourage, or respond to, or provide or disclose any information to, or enter into an agreement regardingany agreement, terms, arrangement, or provide understanding (whether or not legally binding) with, any non-public information Person or data group of Persons other than the Tyler Entities and its Representatives with respect to any person relating totransaction involving any acquisition of or investment in, or any Acquisition Proposal; or disposal (ivwhether by way of sale, offer, transfer, assignment or otherwise) otherwise knowingly facilitate any effort of, a material portion of the capital stock of NWS (or attempt to make an Acquisition Proposalinterest therein), or a material portion of the assets of NWS. (b) For purposes of this AgreementDuring the Exclusivity Period, the term Tyler Entities shall exclusively be in discussions and negotiate with NWS and shall not, and will procure that its Representatives shall 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 “Acquisition Proposal” means Alternative Transaction”). (ic) 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 proposal and all discussions, negotiations, agreements, or offer obligations with any party with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination any Alternative Transaction was terminated on or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities before execution of the Company or those Term Sheet, and none of any Company Subsidiarysuch Parties, or any assets (includingof its Representatives, without limitationhas received any proposal for, equity securities of or inquiry respecting, any subsidiaries) Alternative Transaction since the execution of the Company Term Sheet. If either such Party or any Company Subsidiaryof its Representatives receives any proposal for, or inquiry respecting, any Alternative Transaction, or any request for nonpublic information in each case connection with any such Alternative Transaction, such Party will promptly notify the other than such Party, describing in detail the transactions contemplated by this Agreementidentity of the Person or group of Persons making such proposal or inquiry and the terms and conditions of such proposal or inquiry.

Exclusivity. (a) Until From the earlier of date hereof until the Closing and such time as this Agreement is terminated in accordance with Article IX(the “Exclusivity Period”), except for the transactions contemplated by this Agreementno Seller or Principal shall (i) authorize, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct direct or permit any of its or their respective Representatives not or Affiliates to (it being understood and agreed that take any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed action to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) indirectly solicit, initiate, solicit seek, encourage, facilitate, approve, endorse, recommend or knowingly facilitate or encourage respond to any inquiries or the making of any proposal inquiry, proposal, or offer that constitutes(whether formal or informal, written, oral or otherwise) from, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations with, any third party regarding any (A) direct or indirect acquisition or sale of any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or listing on any securities exchange of any portion of the membership interests or voting power of any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or otherwise, other than the issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such transaction described in clauses (A), (B), (C) or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Purchaser or its Representatives); or (iii) engage in discussions or negotiations with any Person (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an agreement regardingconcerning any Third Party Acquisition during the Exclusivity Period. During the Exclusivity Period, no Seller or provide Principal shall authorize, direct or cause any non-public information of their respective Representative or data Affiliates to continue or participate in any person relating tonegotiations or discussions with any Person for the purpose of effecting an acquisition, joint venture with or strategic investment in any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort other Person or attempt to make an Acquisition Proposalbusiness. (b) For purposes Each Seller shall immediately notify any Person with whom or with which discussions or negotiations of this Agreementthe nature described in Section 7.3(a) are pending as of the date hereof that such Seller is terminating such discussions or negotiations. If any Seller receives any inquiry, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerof the nature described in Section 7.3(a), joint venturesuch Seller shall, partnershipwithin one (1) day after such receipt, consolidationnotify the Purchaser of such inquiry, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming including the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities identity of the Company other party and the terms of such inquiry, proposal or those of offer. (c) Each Seller agrees that the rights and remedies for noncompliance with this Section 7.3 shall include having such provision specifically enforced by any Company Subsidiarycourt having equity jurisdiction, it being acknowledged and agreed that any such breach or any assets (including, without limitation, equity securities of any subsidiaries) of threatened breach shall cause irreparable injury to the Company or any Company Subsidiary, in each case other than Purchaser and that money damages would not provide an adequate remedy to the transactions contemplated by this AgreementPurchaser.

Exclusivity. (a) Until From and after the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXdate hereof, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)neither Shareholder nor Seller will, directly or indirectly: (i) : initiate, solicit or knowingly facilitate encourage (including, without limitation, by way of furnishing information or encourage assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; Alternative Transaction (ii) make as defined below); negotiate or have any discussions with any Person in furtherance of such inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the foregoing, or authorize any statementof its Representatives to take any such action, recommendation or solicitation in support and will direct its Representatives not to take any such action, and Seller will notify Buyer of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data all of the relevant details relating to all inquiries and proposals that it may receive relating to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) of such matters. For purposes of this Agreement, the term “Acquisition ProposalAlternative Transaction” means any of the following involving Seller, the Acquired Assets or the Business, on the one hand, and any Person (other than Buyer or any of its Affiliates), on the other hand: any merger, consolidation, share exchange or other business combination; a sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of any Acquired Assets other than in the ordinary course of business; a sale of shares of Seller (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing, the right to acquire shares). In furtherance and not in limitation of the foregoing, Shareholder and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, discussions or negotiations with any proposal other bidder or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets prospective acquirer (including, without limitation, equity securities any Representatives, advisors or financing sources of or to any subsidiariesof such other bidders or prospective acquirers, in their capacity as such) of the Company Acquired Assets or the Business (collectively, the “Other Bidders”); (ii) immediately terminate access by such Other Bidders to any Company Subsidiarydue diligence materials (including, in each case other than without limitation, electronic or online data rooms), and the transactions contemplated by this Agreementmanagement personnel and facilities of the Business; and (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders.

Exclusivity. (a) Until ICT Holdco agrees that, as and from the date hereof through the earlier of of: (i) the Closing Date; and such time as this Agreement is terminated in accordance with Article IX, except for (ii) the transactions contemplated by termination of this Agreement, subject to the Sellers and the Company written consent of North Sur, ICT Holdco shall notnot nor permit any of its or ICT Subco’s officers, and shall cause the Company Subsidiaries not todirectors, and shall instruct their respective Representatives not employees, consultants, advisors, representatives, agents or other parties acting on its behalf, to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companysolicit, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit knowingly encourage, cooperate with or knowingly facilitate or encourage any inquiries or the making (including by way of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide furnishing any non-public information or data entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any person relating toactivity, arrangement or transaction or propose any Acquisition Proposal; or (iv) otherwise knowingly facilitate activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to sell any effort of the ICT Assets or the ICT Business or induce or attempt to make an Acquisition Proposalinduce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (Alberta), for securities or ICT Assets, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event ICT Holdco, including any of its or ICT Subco’s officers or directors, receives any formal written form of offer or inquiry, ICT Holdco shall forthwith (in any event within one business day following receipt) notify North Sur of such offer or inquiry and provide North Sur with such details as it may request. (b) For purposes North Sur agrees that, as and from the date hereof through the earlier of: (i) the Closing Date; and (ii) the termination of this Agreement, subject to the term “Acquisition Proposal” means written consent of ICT Holdco, it shall not nor permit any of its officers, directors, employees, consultants, advisors, representatives, agents or other parties acting on its behalf, to solicit, initiate, knowingly encourage, cooperate with or facilitate (iincluding by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to sell any of the North Sur Assets or North Sur’s business or induce or attempt to induce any other person to initiate any shareholder proposal or offer with respect to a merger“takeover bid,” exempt or otherwise, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving within the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities meaning of the Company Securities Act (Alberta), for securities or those of North Sur Assets, nor to undertake any Company Subsidiarytransaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, or any assets (including, without limitation, equity securities allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the North Sur, including any subsidiariesof its officers or directors, receives any formal written form of offer or inquiry, North shall forthwith (in any event within one business day following receipt) notify ICT Holdco of the Company such offer or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementinquiry and provide ICT Holdco with such details as it may request.

Exclusivity. (a) Until From the earlier of date hereof until the Closing and such time as this Agreement is terminated in accordance with Article IXClosing, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries its Subsidiaries, officers, employees, managers, directors, and agents and shall direct its representatives, accountants, consultants, investment bankers, legal counsel and advisors not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (ia) solicit, initiate, solicit knowingly encourage or knowingly facilitate or encourage discuss any inquiries or the making of any offer, inquiry, proposal or offer that constitutesindication of interest, written or could reasonably be expected oral, (whether binding or non-binding) from any Person (other than LACQ or its Affiliates in connection with the transactions contemplated hereby) relating to lead toan Alternative Company Transaction (an “Alternative Transaction Proposal”), any Acquisition Proposal; (iib) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in initiate any discussions or negotiations or enter into an agreement regardingwith any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any person Person relating to, an Alternative Transaction Proposal or afford to any Acquisition Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Alternative Transaction Proposal; or , (ivc) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other Contract relating to an Alternative Transaction Proposal or accept any offer relating to an Alternative Transaction Proposal, (d) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover Laws of any state, (e) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Alternative Transaction Proposal or (f) otherwise furnish any information with respect to, assist or knowingly participate in or facilitate in any other manner any effort or attempt by any Person (other than LACQ or its Affiliates) to make an Acquisition do or seek to do any of the foregoing. The Company shall notify LACQ promptly if any Person makes to the Company any Alternative Transaction Proposal. , which notice shall include a copy of such Alternative Transaction Proposal (b) For purposes or, where such Alternative Transaction Proposal is not submitted by such Person in writing, a reasonably detailed description of the material terms and conditions of such Alternative Transaction Proposal). Upon the effectiveness of this Agreement, the term “Acquisition Proposal” means (i) Company shall immediately terminate all discussions and negotiations with any proposal Persons related to an Alternative Company Transaction, and as promptly as practicable thereafter request that each such Person promptly return or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving destroy all confidential information concerning the Company or and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement. The Company Subsidiary and shall notify LACQ promptly (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result but in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of event within twenty-four (24) hours) if any class of equity securities of Person makes to the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementan Alternative Transaction Proposal.

Exclusivity. (a) Until the earlier of the Closing and such time as Except with respect to this Agreement is terminated in accordance with Article IX, except for and the transactions contemplated by this Agreementhereby, the Sellers no Stockholder and the Company shall notnone of their affiliates shall, and each of them shall cause the Company Subsidiaries 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 foregoing) (each, an "Agent") not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (ia) initiate, solicit or knowingly facilitate seek, directly or encourage indirectly, any inquiries or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) including any proposal or offer to its Stockholders or any of them) with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination dissolution or similar transaction involving involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or any CLA Company Subsidiary and other than any such transaction effected or to be effected in the ordinary course of business (iiany such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any acquisition by negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person resulting inrelating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or proposal (d) enter into or offer, which, if consummated, would result in consummate any agreement or understanding with any person becoming or entity relating to an Acquisition Proposal, and the beneficial ownerMerger contemplated hereby. If the Company, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the CLA Company or those of any Company SubsidiaryStockholder, or any assets of their respective Agents, have provided any person or entity (includingother than UniCapital) with any confidential information or data relating to an Acquisition Proposal, without limitationthen the Stockholders shall request the immediate return thereof. The Stockholders shall notify UniCapital immediately if any inquiries, equity securities of proposals or offers related to an Acquisition Proposal are received by, any subsidiaries) of the Company confidential information or data is requested from, or any Company Subsidiarynegotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in each case other than the transactions contemplated by first sentence of this AgreementSection 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. (a) Until Following the earlier execution of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, neither the Sellers and the Company shall notCompany, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company's officers, the Sellers employees, representatives or agents, nor any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and Identified Persons (the Sellers), "Company Group") will directly or indirectly: (i) initiate, indirectly solicit or knowingly accept any offers or solicit or initiate any discussion or negotiations with, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) by any proposal or offer with respect to a merger, joint venturecorporation, partnership, consolidationpersons or other entity or group, dissolutionother than Parent and its directors, liquidationofficers, tender offeremployees, recapitalizationrepresentatives and agents (the "Parent Group") concerning any merger, reorganizationsale of assets, rights offering, share exchange, business combination sale of shares of capital stock or similar transaction involving the Company or its business. (b) If any member of the Company Subsidiary Group violates the above Section 6.6(a), or should any "person" (as such term is defined In Section 13d-3 of the Exchange Act) other than persons who are part of the Parent Group, become after the date hereof the "beneficial owner" (as such term ins defined in the Exchange Act) of ten percent (10%) or more of the outstanding Common Stock and discloses (by press release, public filing or otherwise) its opposition to the transaction contemplated herein or publicly announces a tender or exchange offer with the intent to accomplish the type of transaction described in Section 6.6 (a), above, then, if such a transaction results, simultaneous with the closing of that transaction, the Company shall deliver to Parent an amount equal to the sum of (i) the fees and expenses paid or payable by or on behalf of the Company to its attorneys, accountants, environmental consultants, management consultants, and other consultants and advisors in connection with the negotiation, execution and delivery of this Agreement, performing diligence, preparing documentation, structuring and negotiating this Agreement and the transactions contemplated hereby, and to all banks, investment banking firms and other financial institutions for arranging or providing any financing or financial commitments in connection with the transactions contemplated hereby plus (ii) any acquisition a non-accountable expense reimbursement of $500,000 for various out-of-pocket and general costs incurred by any person resulting inParent and its affiliates in connection with this transaction. (c) The provisions of this Section 6.6 shall terminate if a Closing does not occur by April 30, 1998, or proposal or offer, which, if consummated, would result in this Agreement is terminated prior thereto for any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case reason other than the transactions contemplated by a violation of this AgreementSection 6.6.

Exclusivity. (a) Until From the date of this Agreement until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for or the transactions contemplated by termination of this Agreement, (i) the Sellers Seller Parties will not (and the Company shall not, will cause their respective Affiliates and shall cause the Company Subsidiaries Representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, take any action to consummate or pursue or to knowingly encourage, facilitate, solicit or knowingly facilitate initiate or encourage continue any inquiries discussions or negotiations with, or provide any information or documentation to, any Person (other than the Buyer and its Affiliates and Representatives) concerning the Companies or the making of any proposal or offer that constitutesBusiness in furtherance of, or could that would reasonably be expected to lead to, an Acquisition Proposal, or approve, endorse, recommend, execute or enter into a confidentiality agreement, letter of intent, memorandum of understanding, agreement in principle, purchase agreement, merger agreement, joint venture agreement or other similar agreement with respect to any Acquisition Proposal with any Person, firm or corporation other than the Buyer and (ii) the Seller Parties will notify the Buyer in writing of the existence of any proposal, discussion, negotiation or inquiry received after the date of this Agreement by the Seller Parties with respect to any Acquisition Proposal; , including the terms of such proposal, discussion, negotiation of inquiry (iiand a copy thereof, if written) make and the identity of the Person making such proposal or authorize any statement, recommendation inquiry or solicitation engaging in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any such discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalnegotiations. (b) For purposes of this AgreementThe Seller Parties shall, the term “Acquisition Proposal” means and will cause their respective Affiliates and Representatives to, (i) cease and cause to be terminated any proposal existing discussions, communications or offer negotiations with any Person (other than the Buyer and its Affiliates and Representatives) conducted heretofore with respect to a mergerany Acquisition Proposal, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) terminate any acquisition access for any such Persons to any data room established by any person resulting in, the Seller or proposal or offer, which, if consummated, would result its Representatives in any person becoming connection with the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than process for the transactions contemplated by this AgreementAgreement or any other proposed strategic transaction involving the Companies and (iii) request that any such Persons destroy or return any confidential information regarding the Companies or the Business in accordance with the terms of any applicable confidentiality agreements between the Seller and/or a Company, on the one hand, and any such Persons, on the other hand.

Exclusivity. (a) Until the earlier of the Closing and such time Except as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of on Schedule 9.4, neither the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead toManager, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerClass A Members nor anyone acting on their behalf is currently involved, directly or indirectly, in one any activity which is intended to, nor for so long as this Agreement is in effect, shall the Company, the Manager or a series any of related transactionsthe Class A Members or anyone acting on their behalf, directly or indirectly, (i) encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Purchaser or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of shares an Excluded Person, concerning the sale of all or any class part of equity the Business, any of the Companies’ assets (other than in the ordinary course of business), the Units or any capital stock, membership interests or other securities of the Company or those any of its Subsidiaries, whether such transaction takes the form of a sale of units, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership, (ii) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any Company Subsidiaryinquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Companies’ assets (other than in the ordinary course of business), the Units or any capital stock, membership interests or other securities of the Companies, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any assets joint venture or partnership or (including, without limitation, equity securities iii) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company or the Members shall promptly (within 24 hours) communicate to Purchaser the terms of any subsidiaries) proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to Purchaser. The notice of the Company and each Member under this Section 9.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any Company Subsidiary, in each case other than the transactions contemplated by this Agreementsuch information with respect thereto as Purchaser may reasonably request.

Exclusivity. (a) Until From the earlier of date hereof until the Closing and such time as this Agreement is terminated in accordance with Article IX(the “Exclusivity Period”), except for the transactions contemplated by this Agreementno Seller or Principal shall (i) authorize, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct direct or permit any of its or their respective Representatives not or Affiliates to (it being understood and agreed that take any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed action to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) indirectly solicit, initiate, solicit seek, encourage, facilitate, approve, endorse, recommend or knowingly facilitate or encourage respond to any inquiries or the making of any proposal inquiry, proposal, or offer that constitutes(whether formal or informal, written, oral or otherwise) from, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations with, any third party regarding any (A) direct or indirect acquisition or sale of any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or listing on any securities exchange of any portion of the membership interests or voting power of any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or otherwise, other than the issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such transaction described in clauses (A), (B), (C) or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Purchaser or its Representatives); or (iii) engage in discussions or negotiations with any Person (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an agreement regardingconcerning any Third Party Acquisition during the Exclusivity Period. During the Exclusivity Period, no Seller or provide Principal shall authorize, direct or cause any nonof their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the purpose of effecting an acquisition, joint venture with or strategic investment in any other Person or business. 4306983-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.11 (b) For purposes Each Seller shall immediately notify any Person with whom or with which discussions or negotiations of this Agreementthe nature described in Section 7.3(a) are pending as of the date hereof that such Seller is terminating such discussions or negotiations. If any Seller receives any inquiry, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerof the nature described in Section 7.3(a), joint venturesuch Seller shall, partnershipwithin one (1) day after such receipt, consolidationnotify the Purchaser of such inquiry, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming including the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities identity of the Company other party and the terms of such inquiry, proposal or those of offer. (c) Each Seller agrees that the rights and remedies for noncompliance with this Section 7.3 shall include having such provision specifically enforced by any Company Subsidiarycourt having equity jurisdiction, it being acknowledged and agreed that any such breach or any assets (including, without limitation, equity securities of any subsidiaries) of threatened breach shall cause irreparable injury to the Company or any Company Subsidiary, in each case other than Purchaser and that money damages would not provide an adequate remedy to the transactions contemplated by this AgreementPurchaser.

Exclusivity. (a) Until the earlier The Target and each of the Closing Sellers: (i) shall terminate immediately, and such time shall cause all of the Representatives of the Target and each Seller to terminate immediately, any existing solicitations, encouragements, discussions or negotiations with any person or entity other than Buyer, its Affiliates and Representatives, with respect to any proposed, potential or contemplated Competing Transaction (as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company defined below); and (ii) shall not, and shall cause the Company Subsidiaries each of its Representatives not to, and nor shall instruct their respective it authorize or permit any of its or its Representatives not to, in each case except with respect to Buyer, its Affiliates or Representatives: (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the CompanyA) solicit, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit initiate or knowingly facilitate or encourage any inquiries or the making by any person or entity of any proposal proposal, offer or offer inquiry that constitutes, or could reasonably be expected to lead to, a proposal for any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support potential acquisition of any Acquisition Proposal; capital stock or any material portion of the assets of Target , whether pursuant to a sale of assets, sale of stock, merger, consolidation, reorganization, recapitalization or otherwise, which could materially restrict or delay the transactions contemplated by this Agreement (iiiin each case, a “Competing Transaction”), (B) engage in, continue or otherwise participate in any discussions or negotiations with any person or entity regarding, or furnish or disclose to any person or entity any information (including Proprietary and Confidential Information) with respect to, or in furtherance of, or take any other action knowingly to facilitate any inquiries from any person or entity with respect to any Competing Transaction, or (C) execute or enter into an agreement regardingany agreement, understanding or provide arrangement, including (whether legally binding or not) any non-public information letter of intent, memorandum of understanding or data to similar agreement, with any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer entity with respect to a mergerany Competing Transaction, joint ventureor approve or recommend or propose to approve or recommend any Competing Transaction or any agreement, partnershipunderstanding or arrangement, consolidationincluding (whether legally binding or not) any letter of intent, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination memorandum of understanding or similar transaction involving the Company agreement, relating to any Competing Transaction (or resolve or authorize or propose to agree to take any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementforegoing actions).

Exclusivity. (a) Until the earlier of (i) the Closing and such time as termination of this Agreement is terminated in accordance with Article IXSection 10 hereof or (ii) the Effective Time of the Merger, except for the transactions contemplated by this AgreementCompany will not directly or indirectly, the Sellers and the through any officer, director, employee, stockholder, Affiliate, representative or agent of Company shall notor otherwise, and shall cause the Company Subsidiaries not take any action to solicit, initiate, seek, support, entertain, encourage, support, assist or participate in any negotiations regarding or cooperate with any inquiry, proposal or offer from, or furnish any information to, and shall instruct their respective Representatives not any third party regarding any merger or consolidation with or involving Company or any acquisition of any stock or any assets (other than sales of inventory or other assets in the Ordinary Course of Business) of Company (a “Third Party Transaction”) except that Company has fulfilled its obligation to (it being understood and agreed provide notice to Compuware Corporation. Company agrees that any violation of the restrictions set forth such negotiations (other than negotiations with Parent) in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach progress as of this Agreement by the will be suspended and that, in no event, will Company and the Sellers)consider, directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations accept or enter into an agreement regardingconcerning any such Third Party Transaction. Company will notify Parent immediately upon the suspension of any currently in progress negotiations or after receipt by it (or any of its officers, directors, employees, stockholders, Affiliates, representatives or agents) of any proposal for, or provide any non-public information or data to any person relating toinquiry respecting, any Acquisition Proposal; or (iv) otherwise knowingly facilitate Third Party Transaction or any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any request for information in connection with such a proposal or offer with respect inquiry, or for access to a mergerthe properties, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination books or similar transaction involving the records of Company or any Company Subsidiary and (ii) any acquisition by any person resulting inor entity that informs Company that it is considering making, or has made, such a proposal or offer, which, if consummated, would result inquiry. Such notice to Company will indicate in any person becoming reasonable detail the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities identity of the person or entity making the proposal or inquiry and the terms and conditions of such proposal or inquiry; provided, however, that to the extent Company had executed a non-disclosure agreement with such person or those entity prior to June 18, 2003 for the sole purpose of any Company Subsidiaryevaluating the potential acquisition of Company, the identity of such person or any assets (including, without limitation, equity securities of any subsidiaries) of entity may be withheld from the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementnotice.

Exclusivity. (a) Until From the earlier date of the Closing and such time as this Agreement is terminated until the termination of this Agreement in accordance with Article IXits terms, except for neither Seller nor the transactions contemplated by this AgreementShareholder shall, nor shall Seller permit its officers, directors, employees, affiliates, representatives or agents to (including, without limitation, investment bankers, financial advisors, attorneys, brokers and other advisors) (collectively, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers"REPRESENTATIVES"), directly or indirectlyindirectly do any of the following: (i) initiatediscuss, solicit negotiate, undertake, authorize, recommend, propose or knowingly facilitate enter into, either as the proposed surviving, merged, acquiring or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead toacquired corporation, any Acquisition Proposaltransaction (an "ACQUISITION TRANSACTION") involving any disposition or other change of ownership or control of a substantial portion of Seller's stock or assets or any assumption by Seller of substantial liabilities, including, without limitation, any joint venture or partnership involving any of the foregoing (other than the transaction contemplated in this Agreement); (ii) make facilitate, encourage, solicit or authorize initiate or in any statementway engage in discussions, recommendation negotiations or solicitation submissions of proposals or offers in support respect of any an Acquisition ProposalTransaction (other than the transaction contemplated in this Agreement); (iii) engage in, continue furnish or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data cause to be furnished to any person relating toPerson (other than Buyer or its representatives) any information concerning the business, any operations, properties or assets of Seller in connection with an Acquisition ProposalTransaction; or (iv) otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make an do or seek any of the foregoing. Seller shall inform Buyer by telephone, within 24 hours, of Seller's receipt of any proposal or bid (including the terms thereof and the Person making such proposal or bid) in respect of any Acquisition Proposal. (b) For purposes Transaction other than the transaction described in this Agreement. Seller shall, immediately upon execution of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer instruct its Representatives to cease all further activities with respect to a mergerthe sale of Seller or Seller's assets, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities the dissemination of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementinformation.

Exclusivity. (a) Until During the earlier of the Pre-Closing and such time as this Agreement is terminated in accordance with Article IXPeriod, except for the transactions contemplated by this Agreement, the Sellers and the Company Seller shall not, and Seller shall cause the Company Subsidiaries not to, and shall instruct permit any of its Affiliates or authorize any of their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)to, directly or indirectly: indirectly through another Person, (i) initiatesolicit, solicit initiate or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutesencourage, or could take any other action designed to, or that would reasonably be expected to to, facilitate or lead to, any Acquisition Transaction Proposal; ; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inenter into, continue or otherwise participate in any discussions or negotiations with, or furnish to or disclose any information regarding the Compound or any Product to, or otherwise cooperate in any way with, any Person in connection with (or that would reasonably be expected to facilitate or lead to) any Transaction Proposal; provided, that any correspondence required to comply with the requirements of the following sentence shall not be considered a breach of the obligations set forth in this clause (ii); or (iii) enter into any letter of intent, agreement in principle, acquisition agreement, option agreement or other similar agreement relating to a Transaction Proposal. Seller shall, shall cause its Affiliates, and shall direct their respective Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any potential Transaction Proposal and (B) promptly after the date hereof cause to be terminated all access to any electronic data room relating to any potential Transaction Proposal. The taking of any action by any Person covered by Section 7.4(a) that violates the restrictions set forth in this Section 7.4(a) shall be deemed to be a breach of this Section 7.4(a) by Seller. (b) If Seller or any of its Affiliates or Representatives receives any Transaction Proposal or inquiry that would reasonably be expected to lead to a Transaction Proposal, Seller shall, shall cause its Affiliates, and shall direct their respective Representatives to, in each case, promptly advise Buyer orally and in writing of such Transaction Proposal and the identity of the Person making any such Transaction Proposal or any such inquiry. Seller shall not, and it shall not permit any of its Affiliates or Representatives on behalf of Seller to, enter into any agreement with a Third Party that prevents Seller from complying with its obligations under this Section 7.4. (c) During the period between ▇▇▇▇▇’s exercise of the Option and the Closing, unless otherwise approved by Buyer, Seller shall not and Seller shall not permit any of its Affiliates or authorize any of their respective Representatives to, directly or indirectly through another Person, effect or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementLiquidation Event. [***].

Exclusivity. From the date of this Agreement until the earlier of (a) Until the earlier termination of the Closing and such time as this Agreement is terminated in accordance with Article IXterms or (b) the Closing Date, except for the transactions contemplated by this Agreement, the Sellers and the Company Seller shall not, and shall cause the Company Subsidiaries its Affiliates and its and their respective directors, officers, employees and representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) , solicit, initiate, solicit encourage, assist or knowingly facilitate or encourage any inquiries or respond to the making submission of any inquiry, proposal, offer or expression of interest by any Person, other than a proposal or offer that constitutesby Purchaser or any of its Affiliates, for any acquisition or other transaction relating to the Business, the Facility or the Purchased Assets (a “Competing Transaction”), nor participate in any or continue any ongoing 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 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 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 of its Affiliates or its or their respective directors, officers, employees and representatives has received any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, a Competing Transaction with such notice indicating the identity of the 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 Acquisition Proposal; 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) make or authorize any statement, recommendation or solicitation in support a copy of any Acquisition Proposal; Competing Transaction (or any amendment thereof) received by Seller or any of its Affiliates and (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares such other details of any class of equity securities of the Company or those such Competing Transaction that Purchaser may reasonably request. Thereafter, Seller shall promptly keep Purchaser reasonably informed on a reasonably current basis of any Company Subsidiary, or any assets (including, without limitation, equity securities change to the terms of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementsuch Competing Transaction.

Exclusivity. (a) Until From the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach date of this Agreement by until the Company Closing, Seller will not (and the SellersSeller will not permit or authorize, as applicable, any of its Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives to), directly or indirectly: indirectly (ia) solicit, initiate, solicit encourage, knowingly facilitate, or knowingly facilitate or encourage entertain any inquiries inquiry or the making of any proposal or offer that constitutesoffer, or could reasonably be expected to lead to, any Acquisition Proposal; (iib) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inenter into, continue or otherwise participate in any discussions or negotiations negotiations, or enter into an agreement regardingany Contract, or provide (c) furnish to any Person any non-public information or data 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 person relating todirector or stockholder, or agree to do any Acquisition Proposalof the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; or (iv) otherwise knowingly facilitate in each case regarding any effort business combination transaction involving the Business or attempt any other transaction to make an Acquisition Proposal. (b) For purposes acquire all or any material part of this Agreementthe Transferred Assets, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a whether by merger, joint venturepurchase of assets, partnership, consolidation, dissolution, liquidationpurchase of stock, tender offer, recapitalizationlicense or otherwise, reorganizationother than with Buyer. Seller will immediately cease and cause to be terminated any such negotiations, rights offering, share exchange, business combination discussion or similar transaction involving Contracts (other than with Buyer) that are the Company 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 Company Subsidiary of its Affiliates, directors, officers, stockholders, employees, agents, consultants or other advisors and (ii) representatives receives, prior to the Closing, any acquisition by any person resulting inoffer, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerrequest, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company type referenced in clause (a) or those of any Company Subsidiary, (b) above or any assets request for disclosure or access as referenced in clause (includingc) above, without limitationSeller will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, equity securities of any subsidiaries) proposals or requests and notify Buyer thereof, including information as to the identity of the Company offeror or Person making any Company Subsidiarysuch offer or proposal and the specific terms of such offer or proposal, in each as the case may be, and such other than the transactions contemplated by this Agreementinformation related thereto as Buyer may reasonably request.

Exclusivity. (a) Until From the date hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by the Company pursuant to Section 10.1 and the Sellers)Closing Date, Seller will not permit or cause any of their respective officers, directors, employees, investment bankers, attorneys, affiliates, accountants or other agents (collectively, the "Seller Representatives") to, directly or indirectly: : (ia) initiate, solicit solicit, seek, encourage knowingly, entertain, support or knowingly take any action to facilitate or encourage any inquiries or the making of any offer or proposal that constitutes or offer that constitutes, or could is reasonably be expected likely to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to (i) for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, consolidation or other business combination or similar transaction involving the Company or any Company Subsidiary and concerning Seller, (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result to Seller to acquire in any person becoming the beneficial ownermanner, directly or indirectly, in one any material part of the assets or a series of related transactions, of shares of any class of equity securities of Seller, (iii) with respect to any recapitalization or restructuring concerning Seller, or (iv) with respect to any other transaction similar to any of the Company foregoing relating to Seller, (b) engage in negotiations or those discussions with, or provide any information or data concerning Seller to, any person (other than Buyer or any of its affiliates or representatives) relating to any such transaction, whether made before or after the date of this Agreement, or (c) enter into any letter of intent, agreement in principle, acquisition agreement or any other agreement with respect to any such transaction. From the date hereof until the earlier of the termination of this Agreement pursuant to Section 10.1 and the Closing Date, Seller shall notify Buyer as promptly as practicable, and in any event not later than the next day, of any Company Subsidiaryinquiries, expressions of interest, requests for information or access to property, books or records, proposals or offers received by Seller, its officers or its directors or, to the best of its knowledge, any other Seller Representatives, from any person that informs Seller that it is considering making, or any assets (includinghas made, without limitationa proposal relating to a transaction described above indicating, equity securities in connection with such notice, the name of the person who made such inquiries, expressions of interest, requests, proposals or offers and the material terms and conditions of any subsidiaries) proposals or offers, and thereafter shall keep Buyer informed, on a current basis, of any changes in the status and content of any such proposals or offers. Seller agrees that it will take the necessary steps to promptly inform the Seller Representatives of the Company or any Company Subsidiary, obligations undertaken in each case other than the transactions contemplated by this AgreementSection 6.9.

Exclusivity. (a) Until From the date hereof until the Closing or the earlier termination of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that permit any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge Acquired Companies or any of the CompanyAffiliates, directors, officers, employees, representatives or agents of the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: Acquired Companies (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreementcollectively, the term “Acquisition Proposal” means (iRepresentatives”) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerto, directly or indirectly, in one (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a series of related transactionsmerger, of shares consolidation, business combination, purchase, licensing, assignment or disposition of any class material amount of the assets of any of the Acquired Companies or any equity securities or other ownership interests of any of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case Acquired Companies other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of any of the Acquired Companies in connection with an Acquisition Transaction, or (iv) 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. (b) From the date hereof until the Closing or the earlier termination of this Agreement, the Sellers shall notify the Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by any of the Sellers or their Affiliates, including any Acquired Company or any of the Representatives thereof of any proposal or offer from any Person other than the Buyer to effect an Acquisition Transaction or any request for non-public information relating to any of the Acquired Companies or for access to the properties, books or records of any of the Acquired Companies by any Person other than the Buyer for purposes of effecting an Acquisition Transaction. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of any of the Acquired Companies, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. The Sellers shall keep the Buyer informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request.

Exclusivity. (a) Until Except as contemplated by this Agreement, after the date hereof until the earlier of the Closing Date and such time as the termination of this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) solicit, initiate, solicit or knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal or offer that constitutesconstitute, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal;; or (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an any agreement regarding, or provide any non-public information or data with respect to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) Without limiting the generality of the foregoing Section 5.15(a), the Company shall, and shall cause the Company’s Representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any person, conducted prior to the date hereof with respect to any Acquisition Proposal. (c) As soon as practicable (and in any event within forty-eight (48) hours) the Company shall attempt to notify and advise Parent orally, and shall notify and advise Parent in writing, of any contact between the Company or any of the Company’s Representatives, on the one hand, and any other person, on the other hand, regarding any Acquisition Proposal or any related inquiry. In fulfilling its obligations under this Section 5.15(c), the Company shall provide promptly to Parent copies of all written correspondence or other written material, including material in electronic form, between the Company or its Representatives and such third party. (d) For purposes of this AgreementSection 5.15, the term “Acquisition Proposal” means (i) any written offer or proposal or offer with respect to for a merger, joint venture, partnership, consolidation, dissolutionstock exchange, business combination, reorganization, recapitalization, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination dissolution or other similar transaction involving the Company Company, any direct or any Company Subsidiary and (ii) any indirect acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities more than 20% of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) outstanding capital stock of the Company or Company, any Company Subsidiarypurchase of at least 20% of the assets of the Company, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until Prior to the earlier of the Closing and such time as Closing, or until this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, the Sellers and neither Seller nor the Company shall notshall, and each such Person shall cause the Company Subsidiaries its and their respective shareholders, members, officers, employees, directors, managers, agents and representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (i) solicit, initiate, solicit knowingly induce, knowingly assist or knowingly 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 of, any inquiry, proposal or offer (whether or not in writing, and including any proposal or offer to Seller) from any Person or group of Persons, other than Purchaser and its Affiliates, that constitutesmay constitute, or could that would reasonably be expected to lead to, any Acquisition Proposal; an Alternative Transaction; (ii) make engage or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inenter into, continue or otherwise participate in any discussions or discussions, negotiations or agreements with any Person or group of Persons, other than Purchaser and its Affiliates, regarding, or intended to result in, or would reasonably be expected to lead to, 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 Purchaser 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 lead to, 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 provide any non-public information that is intended to result in, or data would reasonably be expected to any person relating lead to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalAlternative Transaction. (b) For purposes Until the Closing or the earlier termination of this Agreementhis Agreement in accordance with its terms, the term “Acquisition Proposal” means Company, Seller shall promptly (i) and in any proposal or offer with respect to a mergerevent within three Business Days after receipt thereof by Seller, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary of their respective Affiliates or representatives) advise Purchaser orally and in writing of any proposal of the kind described in this Section ‎7.12 (iiincluding the identity of the proposing party and the proposed terms thereof), any request for information with respect to any such proposal or any inquiry with respect to or which could result in a proposal of the kind described in this Section ‎7.12. (c) In addition to any acquisition other remedy that may be available to Purchaser at law, in equity or otherwise, Seller acknowledges and agrees that it shall be liable to Purchaser for any breach of the obligations set forth in this Section ‎7.12 by any person resulting inof its Affiliates, directors, officers, employees, securityholders, agents, subsidiaries, representatives or proposal members (including those not party hereto). Seller (for itself and on behalf of its Affiliates) acknowledges and agrees that Purchaser’s remedies at law for any breach of Seller’s, the Company’s or offertheir Affiliates’ obligations hereunder would be inadequate, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectlyand agree and consent that, in one addition to any other relief available to Purchaser at law or in equity, temporary and permanent injunctive relief, including specific performance, may be granted in a series proceeding brought to enforce any provision hereof without the necessity of related transactions, proof of shares actual damage or the posting of any class of equity securities of the Company a bond or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementsecurity.

Exclusivity. (a) Until From the Effective Date, until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article IXSection 9.1, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (i) initiatesolicit, solicit initiate or knowingly take any action to facilitate or encourage any inquiries or the making of making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Buyer and the Sponsor (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that constitutesmay constitute, or could reasonably be expected to lead to, any Acquisition Proposal; a Competing Transaction; (ii) make or authorize any statemententer into, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage participate in, continue or otherwise participate in engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any OppFi Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of any OppFi Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an agreement regardingintention to do so; provided that none of the foregoing restrictions shall prohibit any OppFi Company from taking the actions permitted by the exceptions set forth in Section 5.1 of this Agreement or the related sections of the Company’s Disclosure Letter, and any such action shall not be deemed a violation of this Section 5.17(a). (b) From the Effective Date, until the earlier of the Closing or provide the termination of this Agreement in accordance with Section 9.1, the Sponsor and the Buyer shall not directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Company (and their respective representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Buyer Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Alternative Target regarding a Buyer Competing Transaction; (iii) furnish (including through any virtual data room) any non-public information relating to Buyer or data any of its assets or businesses, or afford access to any person relating the assets, business, properties, books or records of Buyer to an Alternative Target, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, any Acquisition Proposala Buyer Competing Transaction; or (iv) otherwise knowingly facilitate approve, endorse or recommend any effort Buyer Competing Transaction; or attempt to make an Acquisition Proposal. (bv) For purposes enter into a Buyer Competing Transaction or any agreement, arrangement or understanding (including any letter of this Agreement, the intent or term “Acquisition Proposal” means (isheet) any proposal or offer with respect relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination Buyer Competing Transaction or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementpublicly announce an intention to do so.

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 (aother than Purchaser or its Affiliates) Until conducted heretofore. Through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by Date or termination of this Agreement, the Sellers shall promptly (and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to in any event within three (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 3) Business Days after receipt thereof by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company their Representatives) advise Purchaser orally and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making in writing of any proposal or offer that constitutesCompeting Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or could any inquiry or contact with any Person with respect to or which would reasonably be expected to lead toresult in a Competing Proposed Transaction, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support including the identity of any Acquisition Proposal; (iii) engage in, continue or otherwise participate the proposing Person and the terms thereof; provided that this provision shall not in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data way be deemed to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes limit the obligations of the Sellers and their Representatives set forth in the first sentence of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementparagraph.

Exclusivity. From and after the date hereof through the date which is thirty (a30) Until days following the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to Section 11 hereof, without the Company and prior written consent of Aspec, neither Verilux, the Sellers)Majority Shareholders nor any of Verilux's other officers, directors, shareholders, agents or Affiliates shall, directly or indirectly: , (ia) initiatesolicit, solicit conduct discussions with or knowingly facilitate engage in negotiations with any person, other than Aspec, relating to the possible acquisition of Verilux or encourage any inquiries of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to Verilux or any of its subsidiaries to any person, other than Aspec, relating to the making possible acquisition of Verilux or any proposal of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or offer that constitutesotherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of Verilux or could reasonably be expected to lead toany of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any Acquisition Proposal; material portion of its or their capital stock or assets, (iid) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; possible acquisition of Verilux or any of it subsidiaries (iiiwhether by way of merger, purchase of capital stock, purchase of assets or otherwise) engage inor any material portion of its or their capital stock or assets by any person, continue or otherwise participate in any discussions or negotiations or other than by Aspec, (e) enter into an any agreement regardingwith any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in Verilux, or provide (f) enter into any non-public information additional agreement for the licensing or data distribution of products, technology, or intellectual property of Verilux, whether now existing or hereafter created. In addition to the foregoing, if Verilux or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any person relating toof the above, Verilux shall immediately notify Aspec thereof, including information as to the identity of the offeror or the party making any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort such offer or attempt proposal and the specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to make an Acquisition Proposal. (b) For purposes occur of the Closing of the Merger or the termination of this AgreementAgreement pursuant to Section 11 hereof, none of the term “Acquisition Proposal” means (i) any proposal Majority Shareholders will transfer or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving transfer any of their Verilux Common Stock except to Aspec pursuant to the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementMerger.

Exclusivity. From the date of this Agreement until the earlier of (a) Until the earlier Final Closing Date and (b) termination of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreementpursuant to Section 7.1, the Sellers and the Company Seller shall not, and shall use Reasonable Efforts to cause the Company Subsidiaries its Representatives and any other Person acting on its behalf not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in one or a series of related transactionscontinue, of shares of any class of equity securities discussions, negotiations, communications, Contracts or understandings, whether written or oral or binding or non-binding, or continue any discussions, negotiations or communications with, or provide any information or afford access to the properties, books or records of the Company Acquired Companies or those of relating to the Business or Acquired Assets to, any Company SubsidiaryPerson (other than the Purchaser, its Affiliates and its Representatives), in each case, concerning a sale (or any assets (including, without limitation, equity securities of any subsidiariespossible sale) of the Company Business or all or a substantial portion of the Separately Owned Acquired Assets or the Acquired Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any Company Subsidiaryinterest therein) or otherwise (an “Alternative Transaction”), in (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction, or (c) submit any Alternative Transaction to the vote of its stockholders. The Seller shall, and shall cause each case of the other than members of the transactions contemplated by this AgreementSeller Group to, and shall use Reasonable Efforts to cause each of their Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction.

Exclusivity. (a) Until From the earlier date hereof through the earliest of (i) the Closing and such time as this Agreement is terminated in accordance with Article IXDate, except for or (ii) the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to Section 12; or (iii) February 5, 2000, unless Buyer shall have delivered to Seller a bank commitment letter providing for the Company and financing described in Section 9.04, reasonably satisfactory to Seller as to terms consistent with current banking practices in financing of the Sellers)type contemplated, Seller shall not, directly or indirectly: , through an officer, director, employee, stockholder, agent, partner, affiliate or otherwise (i1) initiateenter into any Contract, solicit agreement, agreement in principle or knowingly facilitate other commitment (whether or not legally binding) relating to any business combination with, or acquisition or purchase of, all or a significant portion of the assets of the Business, or relating to any other similar transaction (a "COMPETING TRANSACTION"), (2) solicit, initiate or encourage any inquiries or the making submission of any proposal or offer that constitutesfrom any Person (including any of its officers, directors, employees and agents) relating to any Competing Transaction, or could reasonably be expected to lead to, any Acquisition Proposal; (ii3) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data furnish to any person relating other Person any information with respect to, any Acquisition Proposal; or (iv) or otherwise knowingly cooperate with, assist, participate in, facilitate or encourage, any effort or attempt by any Person to make an Acquisition Proposaleffect a Competing Transaction. Seller shall notify Buyer promptly of any proposal received by Seller on or after the date hereof regarding a Competing Transaction (or any inquiry or contact made after the date hereof with any Person with respect thereto), and shall advise Buyer of the contents thereof (and, if in written form, provide Buyer with copies thereof). (b) For Notwithstanding the foregoing, if Seller receives an unsolicited offer to purchase the Business, and the Board of Directors of Seller, based upon a written opinion of counsel, reasonably determines, in the exercise of its fiduciary duties, that such offer should be accepted, Seller shall promptly communicate to Buyer the material terms of any proposal, whether written or oral, or the substance of any such discussions. If Seller accepts such offer, Seller or Buyer may terminate this Agreement and, thereafter, Seller shall, upon consummation of the transaction, or six (6) months from the date of termination, whichever occurs first, pay to Buyer a cancellation fee of $50,000, which amount Seller agrees is reasonable to compensate Buyer for its efforts and expenses incurred up to the time of such breach. Any offer received from any entity contacted by Seal▇ & ▇ssociates, LLC, or any of its employees, agents or sub-agents in connection with a proposed transaction involving the Business shall not be deemed an unsolicited offer for purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementSection 6.03.

Exclusivity. (aUntil July 31, 2002, or until such later date agreed upon by the Parties in the event that the Closing Date is extended pursuant to Section 2(d) Until above, the earlier Seller and the directors, Key Employees, officers and shareholders of the Closing Seller, including the Shareholders, shall not (i) enter into any agreement, understanding or arrangement relating to any Acquisition Proposal (as defined below); (ii) consider, or engage in any discussions or negotiations relating to any Acquisition Proposal; (iii) provide any information regarding the Seller, the Shareholders or their respective businesses or operations to any party (other than to representatives of the Buyer and such time as required by any regulatory authority) except in the Ordinary Course of Business; (iv) solicit or encourage the submission of any Acquisition Proposal; or (v) permit any representative or Affiliate of the Seller or their respective shareholders including the Shareholders, to do any of the foregoing. The term "Acquisition Proposal," as used in this Agreement is terminated Section 5(g), refers to any proposal, plan, agreement, understanding or arrangement contemplating (i) any merger, consolidation, reorganization, recapitalization or similar transaction involving the Seller; (ii) any transfer or issuance of any shares of the Seller; (iii) any transfer of any material asset of the Seller save in accordance the Ordinary Course of Business; (iv) any sale, transfer or encumbrance of any shares of the Seller by their respective shareholders, including the Shareholders; or (v) any transaction that may reasonably be considered to be materially inconsistent with Article IX, except for any of the transactions contemplated by this AgreementAgreement or that may have a Material Adverse Effect. In the event that the Seller, the Sellers directors, Key Employees, officers or shareholders of the Seller, including the Shareholders, breach the provisions of this Section 5(g), the Seller and the Company Shareholders shall notbe jointly and severally obliged, immediately upon demand, and shall in any event within five business days after demand, to pay, or cause the Company Subsidiaries not tobreaching party or parties to pay, to the Buyer a fee in the amount of One Million Five Hundred Thousand US Dollars (US$ 1,500,000.00). Such fee shall serve as liquidated damages and shall instruct their respective Representatives not the exclusive remedy to (it being understood and agreed that any violation the Buyer in the event of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the SellersSection 5(g), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until From the earlier date of this letter agreement until the receipt by Clover from the Company of the Closing Data and such time Analysis (as this defined in paragraph 3(b) below) of the Phase 3 clinical trial portion of the Novelos Trials (as defined in the Collaboration Agreement is terminated (as defined below)) in accordance with Article IXthe United States (“Exclusive Negotiation Period”), except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause not negotiate with any third party other than Clover for (i) the Company Subsidiaries not to, and shall instruct their respective Representatives not to license or other acquisition of NOV-002 Rights (it being understood and agreed that defined below) in the United States (the “Proposed Transaction”) or (ii) any violation transaction which would terminate the Rights of the restrictions First Refusal Period set forth in this Section 7.8 by a Representative paragraph 3(c) below. (b) The Company and Clover agree that is taken with during the knowledge Exclusive Negotiation Period, neither the Company nor any of the Companyits affiliates, the Sellers or any Company Subsidiaryof its or their respective directors, shall be deemed to be a breach of this Agreement officers, employees, financial advisors or counsel, agents or representatives or any other party retained or engaged by the Company and or any affiliate of the Sellers)Company to assist in the analysis, the arranging, brokering, financing, negotiation or consummation of the Proposed Transaction at any time will (either directly or indirectly: (ithrough any intermediary) initiatesolicit, solicit entertain offers or knowingly facilitate bids from, respond to, negotiate with or encourage consider any inquiries offer, bid or the making proposal of any proposal other person for a transaction that would conflict with or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate impede the Proposed Transaction in any discussions or negotiations or enter into an agreement regardingrespect, or provide any non-public information or data to any person relating tothird party in connection with such an offer, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort bid or attempt proposal except to make an Acquisition Proposalthe extent to respond to unsolicited offers, bids or proposals as required by law, including the fiduciary duties of the Board of Directors of the Company. (bc) For purposes Until the first to occur of this Agreement, the term “Acquisition Proposal” means (i) any proposal such time as the Company is permitted to proceed with the transaction proposed by the Offeror (as defined below) pursuant to paragraph 2(a)(iii), or offer (ii) the end of the Right of First Refusal Period, the Company will (A) reasonably cooperate with Clover to provide access to Clover of the Company’s books and records, and all other relevant documents and data, in each case, to the extent related to the Proposed Transaction, (B) prepare, file, prosecute and maintain all of its patents related to NOV-002 in Canada, and (C) keep Clover informed, in a timely manner, of material communications, notifications or other information which it receives or provides (directly or indirectly) with respect to a mergerNOV-002 or related patents and intellectual property with any regulatory authority in Canada, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of the Canadian Intellectual Property Office, Health Canada and the Patent Medicines Price Review Board. (d) In the event any subsidiaries) negotiations between the Company and Clover during such Exclusive Negotiation Period results in a bona fide agreement in principle on terms to be set forth in a definitive agreement, the Company will grant Clover an option, at no cost other than as specified in such agreement, to enter into such definitive agreement, such option to terminate upon the 30th day, or such longer period as agreed to between the Company and Clover, following the end of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementExclusive Negotiation Period.

Exclusivity. WSDI may furnish information and access, in each case in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such corporation, partnership, person or other entity or group concerning any proposal to acquire WSDI or any subsidiary of WSDI, purchase of assets, purchase of or tender offer for shares of capital stock of WSDI or any subsidiary of WSDI or similar transaction (a) Until an "Acquisition Transaction"), if the earlier Board of Directors of WSDI determines in its good faith judgment in the exercise of its fiduciary duties, after consultation with legal counsel and its financial advisors, that such action is appropriate in furtherance of the Closing and such time best interests of the shareholders of WSDI. Except as this Agreement is terminated set forth in accordance with Article IXthe preceding sentence, except for the transactions contemplated by this Agreement, the Sellers and the Company WSDI shall not, and shall cause the Company Subsidiaries will direct each officer, director, employee, representative and agent of WSDI and of each subsidiary thereof not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, encourage, solicit, participate in one or a series of related transactionsinitiate discussions or negotiations with or provide any information to any corporation, of shares of any class of equity securities of the Company partnership, person or those of any Company Subsidiary, other entity or any assets group (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the other parties hereto or an affiliate or an associate or agent of the other parties hereto) concerning any merger, sale of assets, sale of or tender offer for shares of capital stock of or similar transactions contemplated by this Agreementinvolving WSDI or a subsidiary thereof. WSDI shall promptly notify Trinity if WSDI shall, on or after the date hereof, receive any unsolicited request for information or access in connection with a possible Acquisition Transaction involving WSDI, such notification to include the identity of such third party and the proposed terms of such possible Acquisition Transaction.

Exclusivity. (a) Until Prior to the earlier of the Closing and such time as Closing, or until this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreementnone of any Seller, the Sellers and Sellers’ Representative or the Company shall notshall, and each such Person shall cause the Company Subsidiaries and its and their respective officers, employees, directors, managers, agents and representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (i) solicit, initiate, solicit knowingly induce, knowingly assist or knowingly 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 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 constitutesmay constitute, or could that would reasonably be expected to lead toresult in, any Acquisition Proposal; an Alternative Transaction; (ii) make engage or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inenter into, continue or otherwise participate in any discussions or 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 provide any non-public information that is intended to result in, or data would reasonably be expected to any person relating toresult in, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalAlternative Transaction. (b) For purposes Until the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, the term “Acquisition Proposal” means Company, Seller and Sellers’ Representative shall promptly (iand in any event within one Business Day after receipt thereof by any Seller, Sellers’ Representative, the Company, any Subsidiary or any of their respective Affiliates or representatives) advise Buyer orally and in writing of any proposal or offer 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 a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company any such proposal or any Company Subsidiary and (ii) any acquisition by any person resulting in, inquiry with respect to or proposal or offer, which, if consummated, would which could result in a proposal of the kind described in this Section ‎6.9. (c) Each Seller (for itself and on behalf of its Affiliates) acknowledges and agrees that B▇▇▇▇’s remedies at law for any person becoming breach of any Seller’s, the beneficial ownerCompany’s or their Affiliates’ obligations hereunder would be inadequate, directly or indirectlyand agree and consent that, in one 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 series proceeding brought to enforce any provision hereof without the necessity of related transactions, proof of shares actual damage or the posting of any class of equity securities of the Company a bond or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.security

Exclusivity. (a) Until From the Execution Date until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this AgreementSection 10.1, the Sellers Company and the Company its Affiliates shall not, and shall cause the Company their Subsidiaries and their respective representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (ia) initiatesolicit, solicit initiate or take any action to knowingly facilitate or encourage any inquiries or the making of making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Buyer and the Sponsor (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that constitutesmay constitute, or could would reasonably be expected to lead to, any Acquisition Proposal; a Competing Transaction; (iib) make or authorize any statemententer into, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage participate in, continue or otherwise participate in engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (c) furnish (including through any virtual data room) any information relating to any Group Company or any of their assets or businesses, or afford access to the assets, business, properties, books or records of any Group Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Competing Transaction; (d) approve, endorse or recommend any Competing Transaction; or (e) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an agreement regarding, or provide any non-public information or data intention to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposaldo so. (b) For purposes From the Execution Date, until the earlier of the Closing or the termination of this AgreementAgreement in accordance with Section 10.1, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerBuyer, joint venturethe Sponsor and their respective Affiliates shall not, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownershall cause their respective representatives not to, directly or indirectly, in one (a) solicit, initiate or a series take any action to knowingly facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from the Buyer, the Sponsor, any Person or group of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case Persons other than the transactions contemplated by this AgreementCompany and the Company Unitholders that may constitute, or would reasonably be expected to lead to, a Buyer Competing Transaction; (b) enter into, participate in, continue or otherwise engage in, any discussions or negotiations regarding a Buyer Competing Transaction; (c) commence due diligence with respect to any Person, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Buyer Competing Transaction; (d) approve, endorse or recommend any Buyer Competing Transaction; or (e) enter into a Buyer Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Buyer Competing Transaction or publicly announce an intention to do so.

Exclusivity. (ai) Until The Seller will not (and will cause each of its Affiliates and, to the earlier of extent it has the Closing and such time as this Agreement is terminated in accordance with Article IXLegal Right, except for the transactions contemplated by this Agreement, the Sellers each Company Joint Venture Entity not to) (and the Company shall notSeller and its Affiliates will not permit any director, officer, agent or representative thereof to and shall cause the Company Subsidiaries Seller, to the extent it has the Legal Right, will not topermit any director, and shall instruct their respective Representatives not to (it being understood and agreed that any violation officer, agent or representative of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company SubsidiaryJoint Venture Entity, shall be deemed 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 be a breach of this Agreement by the Company and the Sellers), any acquisition or purchase (directly or indirectly: , including through any lease, contract, equity sale (iincluding a merger or other change of control) initiate, solicit or knowingly facilitate otherwise) of the Business or encourage any inquiries portion thereof (other than the types of dispositions covered by Section 5(c)(i) that do not require the Buyer’s consent) or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (iiB) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, furnish any data or provide any non-public information or data to any person relating with respect to, assist or participate in, or facilitate in any Acquisition Proposal; or (iv) otherwise knowingly facilitate other manner any effort or attempt by any Person to make an Acquisition Proposaldo 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. (bii) For purposes The Seller will promptly notify the Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether by telephone, personal conversation, fax, email or otherwise) after the date of this Agreement until the Closing Date or earlier termination of this Agreement, and shall specify in such notice the term “Acquisition Proposal” means terms of any such proposal, offer, inquiry or contact. (iiii) any proposal The Seller represents, warrants, and covenants that, except as contemplated hereby, (A) there are no pending agreements or offer understandings with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination the sale or similar transaction involving exchange of the Company Business or any Company Subsidiary and portions thereof (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one ) (other than sales of inventory or a series of related transactions, of shares immaterial portions of any class Business Assets in the ordinary course), and (B) immediately upon the execution of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement, all pending negotiations or discussions with any other Persons with respect thereto will be terminated.

Exclusivity. (a) Until During the earlier Interim Period, neither the Company, nor any of its Representatives acting on its behalf (including the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers Company Stockholders) will (and the Company shall not, and shall will cause its Representatives (including the Company Subsidiaries Stockholders) not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) , initiate, solicit solicit, encourage, provide any information with respect to, or knowingly facilitate participate in, discussions, negotiations or encourage transactions with any inquiries Person (other than Acquiror and its Representatives (including Sponsor)), or the making enter into or deliver any agreement (including a confidentiality agreement, letter of any intent, term sheet, indication of interest, indicative proposal or offer that constitutesother agreement or instrument), with respect to any sale or could reasonably be expected other disposition (however effected) of all or substantially all of the assets of the Company or its Equity Securities other than the Transactions contemplated by this Agreement (a “Company Alternative Transaction”) nor shall it permit any of its Representatives (including any Company Stockholder) to lead totake, whether directly or indirectly, any Acquisition Proposal; (ii) make or authorize any statementaction to solicit, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage ininitiate, continue or otherwise participate engage in discussions or negotiations with, or enter into any agreement with, or encourage or respond to any proposal with respect to a Company Alternative Transaction. The Company shall promptly advise Acquiror of any inquiry or proposal regarding a Company Alternative Transaction it may receive following the date hereof (including the terms related thereto). The Company and its Representatives (including the Company Stockholders) shall immediately discontinue any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data relating to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalCompany Alternative Transaction. (b) For purposes During the Interim Period, neither Acquiror nor any of this Agreement, the term “Acquisition Proposal” means its Representatives acting on its behalf (iincluding Sponsor) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary will (and SPAC will cause its Representatives (iiincluding Sponsor) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownernot to), directly or indirectly, in one or a series of related transactionsinitiate, of shares of solicit, encourage, provide any class of equity securities of the Company or those of any Company Subsidiaryinformation with respect to, or participate in, discussions, negotiations and/or transactions with any assets person (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions Company and its Representatives (including the Company Stockholders)), and/or enter into or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument), with respect to any business combination transaction involving Acquiror and all or a material portion of the asset(s) and/or business(es) of any other person(s), whether by way of stock purchase, asset purchase, merger, business combination or otherwise, other than the Transactions contemplated by this AgreementAgreement (a “SPAC Alternative Transaction”) nor shall it permit any of its Representatives (including the Sponsor) to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage or respond to any proposal with respect to a SPAC Alternative Transaction. Acquiror and its Representatives (including Sponsor) shall immediately discontinue any and all discussions or negotiations relating to any SPAC Alternative Transaction. (c) Notwithstanding anything to the contrary, no Party shall be in breach of this Section 8.03 (including for the purposes of any of the conditions set forth in Section 9.02 or Section 9.03) unless and to the extent that such Party has committed a Willful Breach of this Section 8.03.

Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the valid termination of the Merger Agreement pursuant to the terms thereof (such earlier time, the “Expiration Time”): (a) Until Investor shall, and shall cause its Affiliates to, cooperate with Bidco, Parent and their respective Affiliates to implement the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company Transactions; (b) Investor shall not, and shall cause the Company Subsidiaries its Affiliates not to and shall use its reasonable best efforts to cause its and its Affiliates’ Representatives (subject to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation in the case of the restrictions set forth in this Section 7.8 by a Representative that who is taken with the knowledge a director of the Company, the Sellers or any Company Subsidiary, shall be deemed such Representative’s fiduciary duties solely in such capacity) to be a breach of this Agreement by the Company and the Sellers)not, directly or indirectly: indirectly (i) make an Alternative Proposal, or solicit, initiate, solicit knowingly encourage or knowingly facilitate any inquiry, discussion, offer or encourage any inquiries or the making of any proposal or offer request that constitutes, or could reasonably be expected to lead to, any Acquisition an Alternative Proposal; , (ii) make furnish or authorize cause to be furnished to any statement, recommendation Person or solicitation “Group” (as such term is defined in support Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any Acquisition proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal; , (iii) enter into, engage in, continue or otherwise participate in any maintain discussions or negotiations with any Person (other than Bidco, Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal, (iv) approve, agree to, accept, endorse or recommend any Alternative Proposal, (v) finance or offer to finance any Alternative Proposal, including by offering any equity or debt financing, or contribution of Covered Securities or provision of a voting agreement, in support of any Alternative Proposal, (vi) enter into an or publicly propose to enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument providing for any Alternative Proposal, (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or provide any non-public information or data to any person relating todo, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes anything that is directly inconsistent with the provisions of this Agreement, the term “Acquisition Proposal” means Merger Agreement or the Transactions, (viii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying Investor from performing its obligations under this Agreement or the other Transaction Documents to which Investor is or will be a party, or (ix) solicit, initiate, knowingly encourage, knowingly facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other Person regarding the matters described in paragraphs (i) through (viii) of this Section 1.1(b); (c) Investor shall, and shall cause its Affiliates to, cease immediately and cause to be terminated any proposal and all existing activities, discussions or offer negotiations, if any, with any Third Party and its Representatives with respect to a mergerany Inquiry or an Alternative Proposal; and (d) Investor shall, joint ventureand shall cause its Affiliates to, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving promptly notify in writing Parent and the Company if it or any of its Representatives receives any approach or communication with respect to any Alternative Proposal, including in such notice the identity of the other Persons involved and the nature and content of the approach or communication, and provide Parent and the Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares with copies of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementwritten communication.

Exclusivity. (a) Until In consideration of the time, effort and other expense expended by ▇▇▇▇▇ 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 and until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article IX12, except 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 transactions contemplated by necessity of proving actual damages or posting a bond or other security. Promptly following the date of this Agreement, the Sellers and the Company shall notshall, and shall cause the Company Subsidiaries not Seller Affiliates to, and shall instruct their respective Representatives not to (it being understood and agreed request that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiateall Confidential Information previously disclosed to any other Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to Sellers, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statementall notes, recommendation or solicitation in support of any Acquisition Proposal; abstracts and other documents that contain Confidential Information be destroyed, and (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into the receiving party of such Confidential Information provide Sellers a written certification of an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes officer of this Agreement, the term “Acquisition Proposal” means receiving party that the foregoing clauses (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementhave been satisfied.

Exclusivity. (a) 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 Closing and such time as parties in connection with the negotiation of this Agreement is terminated in accordance with Article IX, except for and the transactions contemplated by this Agreement, the Sellers and the Company shall nothereby, and shall cause therefore each of the Company Subsidiaries not toparties 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 shall instruct it will not (nor will they permit any of their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companyrespective, the Sellers subsidiaries’ or any Company Subsidiaryaffiliates’ stockholders, shall be deemed to be a breach of this Agreement by the Company and the Sellersmanagers, members, directors, officers, employees, partners or representatives to), directly or indirectly: , take any of the following actions with any third-party other than Parent, Merger Sub and AgEagle and their respective officers, directors, managers, members, partners, officers, employees, representatives and other affiliates: (ia) initiate, solicit or knowingly encourage inquiries or proposals with respect to, furnish any information relating to, participate in any negotiations or discussions concerning, or cooperate in any manner relating to, any possible acquisition of or by the parties or any of their respective subsidiaries or affiliates or investments (all the foregoing, whether by way of merger, purchase of equity interests, a loan, purchase of assets, exclusive license or otherwise) (each matter referred to in this clause (a), “Other Transaction”); (b) provide information with respect to any party or any of their subsidiaries or affiliates to any Person relating to, or otherwise cooperate with, facilitate or encourage any inquiries effort or the making of attempt by any proposal or offer that constitutes, or could reasonably be expected to lead Person with regard to, any Acquisition Proposal; possible Other Transaction; or (iic) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into any Other Transaction or understanding with any Person providing for or regarding an agreement regarding, Other Transaction or provide any non-public information or data possible Other Transaction. Each of the parties represent and warrant to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means each other that (i) it has ceased and caused to be terminated any proposal and all existing contacts or offer negotiations with respect to a mergerthird parties, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination that neither it nor any of its representative are presently engaged in any negotiations or similar transaction involving discussions concerning any Other Transaction with any Person other than the Company or any Company Subsidiary Buyer Entities and AgEagle; and (ii) any acquisition by any person resulting in, or proposal or each party will notify the other party within 48 hours of receipt of another offer, which, and will inform the other party if consummated, would result in any person becoming such offer is superior to the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions transaction contemplated by this AgreementAgreement 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 Transactions contemplated hereby.

Exclusivity. (a) Until From the date hereof until the earlier of (1) the Closing and such time as termination of this Agreement is terminated in accordance with Article IXits terms and (2) the entry by the Bankruptcy Court of the Provision Order (in which event the Provision Order shall govern) (the "Exclusivity Period"), except for the transactions contemplated by this Agreementsubject to Section 4.8(b) below, the Sellers and the Company shall not, and shall use their best efforts to cause the Company its Subsidiaries and each of its directors, officers, employees, representatives and agents not to, and shall instruct their respective Representatives not directly or indirectly: encourage, solicit, initiate, agree to, endorse or take any other action to facilitate any proposal or offer from any person or entity (it being understood and agreed that any violation other than the Buyer or an affiliate, associate, representative or agent of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge Buyer) concerning any merger, consolidation, sale of material assets, recapitalization acquisition of shares of stock of the Company, Sellers or the Subsidiaries or other business combination involving Sellers or any division of the Sellers or any Company Subsidiary, shall be deemed of their respective businesses relating to be a breach of this Agreement by the Company Acquired Assets and the Sellers), directly or indirectly: Assigned Contracts and Leases (ian "Alternative Proposal") initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information concerning the business, properties or data assets of any Seller or the Subsidiaries to any person relating to, any Acquisition Proposal; or or entity (ivother than the Buyer) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal(the "Exclusivity Provision"). (b) For purposes Nothing contained in Section 4.8(a) above shall prohibit the directors and officers of the Sellers and other senior employees designated by such officers from providing information, including non-public information described in Section 4.8(a), to any persons who may request such information in connection with making a proposal as part of the Section 363 sale process contemplated by this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer having discussions with such person with respect to such information as it relates to the making of such proposal. (c) During the Exclusivity Period and to the extent not prohibited by a mergerbinding agreement in existence as of August 21, joint venture2001, partnershipthe Sellers shall immediately notify the Buyer of, consolidationand shall provide to the Buyer a reasonably detailed description of, dissolutionany inquiries received by the Sellers, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company Subsidiaries or any Company Subsidiary and (ii) any acquisition by any person resulting in, of their agents or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets representatives (including, without limitation, equity securities the date of such inquiry, the identity of the inquirer and the status of such inquiry) with respect to the acquisition of any subsidiaries) of the Company Acquired Assets, and the Sellers shall provide the Buyer with copies of any written proposals and a description of any verbal proposals which are received by the Sellers or any Company Subsidiaryof their agents or representatives. Following the entry by the Bankruptcy Court of the Provision Order, in each case other than this Section 4.8 shall be of no further force or effect with respect to the transactions contemplated Sellers' actions thereafter, and the solicitation and acceptance of competing offers (including Alternative Proposals) shall be governed by this Agreementthe Provision Order.

Exclusivity. (a) Until Seller agrees that after the date hereof until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, the Sellers and the Company it shall not, and shall cause the Company Subsidiaries not authorize, permit or instruct any of Affiliates to, and shall instruct their respective Representatives direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)to, directly or indirectly: , (i) solicit, initiate, solicit or purposefully facilitate or purposefully encourage the submission, making or announcement of any Acquisition Proposal, (ii) initiate, engage, participate in or purposefully encourage any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; , or (iiiii) make enter into or authorize become bound by any statementletter of intent or other agreement with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, recommendation Seller shall, and shall cause its Affiliates to, and shall direct its and its Affiliates’ investment bankers, attorneys, accountants, agents, advisors and representatives to, promptly cease and cause to be terminated any existing discussions or solicitation negotiations with any Person conducted prior to the date hereof with respect to any Acquisition Proposal. Promptly following the date hereof, Seller shall, or shall cause a representative of Seller to, instruct any such Person to return or destroy all nonpublic information provided to such Person in support connection with such Person’s consideration of any Acquisition Proposal; Proposal in accordance with the confidentiality agreements entered into between Seller or any of its Affiliates and any such Person. Seller shall promptly (iii) engage in, continue or otherwise participate but in any discussions event within twenty-four (24) hours of receipt thereof) notify Buyer of any indication of interest, inquiry, proposal, offer or negotiations or enter into an agreement regarding, or provide any non-public request for information or data relating to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company Proposal that is received by Seller or any Company Subsidiary of its Affiliates on and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming after the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of date hereof and prior to the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementClosing.

Exclusivity. (a) Until the earlier of the Closing Unless and until such time as this Agreement is shall be terminated in accordance with Article IX, except for pursuant to Section 10.01 the transactions contemplated by this Agreement, the Sellers and the Company Seller Parties shall not, and shall cause the Company Subsidiaries not permit their Representatives to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (ia) solicit, facilitate, initiate, solicit encourage or knowingly facilitate entertain any inquiries, negotiations or encourage proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from or enter into any agreement with any Person (other than Purchaser) relating to any business combination transaction involving any Group Company or the making sale or transfer of any proposal Equity Interest in the Company or offer that constitutesof all or a portion of the Business, other than sales of inventory in the Ordinary Course of Business, including tender offer, license, the merger, recapitalization or could reasonably be expected to lead to, any Acquisition Proposal; consolidation of the Company Group or the sale of the Business or the Units or (iib) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data furnish to any person relating Person (other than Purchaser) any information with respect to, or otherwise cooperate in any Acquisition Proposal; or (iv) otherwise knowingly way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to make an Acquisition Proposal. do or seek any of the foregoing. The Seller Parties shall, and shall cause their Affiliates (bincluding the Company Group) For purposes to, instruct the Seller Parties’ Representatives to, promptly cease any existing activities, discussions and negotiations with, and the provision of this Agreementconfidential information to, any Persons (other than Purchaser and its Representatives) with respect to any of the term “Acquisition Proposal” means (i) foregoing, to promptly terminate all physical and electronic data room access granted prior to the date hereof to any such Person or any of their respective representatives and, to the extent contemplated by or permissible under the terms of such confidentiality agreements, promptly issue instructions to any such Person who has entered into a confidentiality agreement or restrictions in connection with a potential transaction involving any Group Company that has not expired or been terminated in accordance with its terms to destroy any confidential information related to the Company Group received thereunder in accordance with the terms of such confidentiality agreement. If any Seller Party or any of their respective Representatives receives any inquiry, proposal or offer with respect relating to a mergerany transaction described in the foregoing, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary Seller Parties shall promptly (and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in event within one or a series of related transactions, of shares of any class of equity securities Business Day) advise Purchaser of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) identity of the Company or any Company Subsidiary, in each case other than Person making such proposal and the transactions contemplated by this Agreementmaterial terms and conditions thereof.

Exclusivity. (a) Until The Company and the Approving Holders agree that between the date of this Agreement and the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by termination of this Agreement, the Sellers Company and the Company each of the Approving Holders shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not take all action necessary to (it being understood and agreed ensure that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge none of the Company, the Sellers or any Company Subsidiary, ’s Affiliates and Representatives shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) solicit, initiate, solicit consider, encourage or knowingly facilitate or encourage any inquiries or the making of accept any proposal or offer that constitutes an Acquisition Proposal or (ii) 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 the submission of, any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) . 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 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 inquiry or other contact with any Person with respect thereto, is 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, the term “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following: (iA) any proposal direct or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination indirect acquisition or similar transaction involving the Company purchase of all or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming portion of the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities capital stock of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) any merger, consolidation or other business combination relating to the Company or (C) any recapitalization, reorganization or any Company Subsidiary, in each case other than extraordinary business transaction involving or otherwise relating to the transactions contemplated by this AgreementCompany.

Exclusivity. (a) Until During the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXInterim Period, except for the transactions contemplated by this Agreement, the Sellers and the Company shall notnot take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause the Company Subsidiaries not its Affiliates and Representatives to, immediately cease any and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any all existing discussions or negotiations or enter into an agreement regardingwith any Person conducted prior to the date hereof with respect to, or provide any non-public information which is reasonably likely to give rise to or data to any person relating toresult in, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalTransaction. (b) For purposes During the Interim Period, SPAC shall not take, nor shall it permit any of this Agreementits Affiliates or Representatives to take, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, whether directly or indirectly, any action to solicit, initiate, continue or engage in one discussions or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiarynegotiations with, or enter into any assets agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by Company, its stockholders or any of their respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than with the Company, its stockholders and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of this AgreementAgreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. Subject to the terms and conditions set forth below in this Section 6.9 and in Section 6.14, the Company will be the exclusive vehicle for the Shareholders to pursue the Restricted Business in the Territory. Each of the Shareholders hereby covenants to and with the other Shareholders that neither they nor any of their respective Affiliates which they control will do any one or more of the following: (a) Until the earlier enter into any negotiations, discussions, deliberations, agreements or arrangements of the Closing and such time as this Agreement is terminated in accordance any nature whatsoever with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not any third party to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), either directly or indirectly: (i) initiateindirectly carry on or be engaged or interested in a Restricted Business or be directly or indirectly engaged, solicit concerned or knowingly facilitate interested whether on its own account or encourage any inquiries or the making of any proposal or offer that constitutesas a member, or could reasonably be expected to lead toshareholder, any Acquisition Proposal; (ii) make or authorize any statementconsultant, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inagent, continue beneficiary, trustee or otherwise participate in any discussions enterprise, corporation, firm, trust, joint venture or negotiations syndicate which is engaged, concerned or enter into an agreement regarding, interested in or provide carrying on any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.Restricted Business; (b) For purposes of this Agreementon its own account or for any person, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerenterprise, firm, trust, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination venture or similar transaction involving syndicate directly or indirectly entice (or attempt to entice) away from the Company any Restricted Business of any customer of the Company; (c) on its own account or for any Company Subsidiary and (ii) any acquisition by any person resulting inperson, enterprise, firm, trust, joint venture or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, syndicate directly or indirectly, in one indirectly entice (or a series of related transactions, of shares of any class of equity securities of attempt to entice) away from the Company any supplier to the Company to the extent related to any Restricted Business; (d) on its own account or those of for any person, enterprise, firm, trust, joint venture or syndicate directly or indirectly entice (or attempt to entice) away from the Company Subsidiaryany employee, officer, agent consultant, advisor, or any assets (individual who is employed by the Company in any capacity whatsoever. As used herein, "entice" means contact or communicate in any manner whatsoever, including, without limitationbut not limited to, equity securities of contacts or communications by or through intermediaries, agents, contractors, representatives, or other Shareholders, provided, however, that nothing herein shall be construed to prohibit the Shareholders from (a) placing advertisements for employment which are aimed at the public at large in any subsidiaries) of the Company newspaper, trade magazine, or any Company Subsidiary, other periodical in each case other than the transactions contemplated by this Agreement.general

Exclusivity. (a) Until The Parent agrees that, until the earlier to occur of the Closing Date and such time as this Agreement is has terminated in accordance with Article IXVII, except for neither any Group Company nor the transactions contemplated by this AgreementParent shall, the Sellers and the Company or shall notpermit, and shall cause the Company Subsidiaries not as applicable, its equityholders, employees, officers, directors, advisors, agents or Affiliates to: (i) encourage, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companyinitiate, the Sellers solicit, entertain, negotiate, accept or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)discuss, directly or indirectly: , any proposal or offer (ia “Proposal”) initiateby a Third Party (other than the Purchaser or any other person the Purchaser designates) regarding (A) the sale of all or any material assets of any Group Company (other than the sale of inventory in the Ordinary Course) or (B) any sale of equity or debt securities, solicit merger, consolidation, public offering, recapitalization, refinancing or knowingly other similar transaction involving any Group Company (the actions referred to in clauses (A) and (B) above, each a “Competing Transaction”), or (ii) provide any non-public financial or other confidential or proprietary information regarding any Group Company (including any materials containing the Purchaser’s or its Affiliates’ proposal and any other financial information, projections or proposals regarding any Group Company) to any Person (other than to the Purchaser or its representatives and agents and any other Person the Purchaser designates), or take any other action to facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage result in, continue a Competing Transaction. Each of the Group Companies and the Parent and their respective officers, directors, members, employees, agents or otherwise participate in advisors shall immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations or enter into an agreement regarding, or provide with any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer other Person with respect to a mergerCompeting Transaction. Furthermore, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company Parent shall immediately notify the Purchaser if they or any Company Subsidiary of their or any Group Company’s officers, directors, members, employees, agents or advisors receives after the date hereof any indications of interest, requests for information or offers in respect of a Proposal, and (ii) such party shall communicate to the Purchaser in reasonable detail the terms of any acquisition by any person resulting insuch indication, request or proposal (including the identity of such Third Party), and provide the Purchaser with copies of all written communications relating to any such indication, request or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementproposal.

Exclusivity. (a) Until From the date of this Agreement until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreementits terms, the Sellers Sellers, the Company and the Company Blocker shall not, and shall cause the Company Subsidiaries not permit any of their Affiliates or any of their or their Affiliates’ directors, managers, officers or employees to, and shall instruct direct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)to, directly or indirectly: , (ia) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer from any Person or group of Persons that constitutesmay constitute, or could would reasonably be expected to lead to, the direct or indirect acquisition of all or any Acquisition Proposal; significant part of the equity or the assets of the Company or any Company Subsidiary, whether by merger, purchase of equity interests, issuance of equity interests, purchase of assets, tender offer, loan or otherwise (ii) make or authorize any statementeach, recommendation or solicitation in support of any Acquisition Proposal; an “Alternative Transaction”), (iiib) engage in, enter into, continue or otherwise participate in any discussions or negotiations (other than solely to cause such discussions or enter into negotiations to be terminated) with any Person or group of Persons (other than Buyer and its Affiliates and Representatives) with respect to an agreement regardingAlternative Transaction, or provide any non-public information or data concerning, the Blocker or the Company Group to any person Person or group of Persons (other than Buyer and its Affiliates and Representatives) that Sellers, the Company or Blocker believe or should reasonably know would be used for purposes of formulating an inquiry relating toto an Alternative Transaction, or (c) approve, endorse, recommend or enter into any Acquisition Proposal; or 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 (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes other than with Buyer and its Affiliates and Representatives). Immediately upon execution of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerthe Sellers, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving Blocker and the Company shall, and shall direct their Representatives to, terminate any and all existing discussions or negotiations with any Company Subsidiary Person other than Buyer and its Affiliates and Representatives regarding an Acquisition Transaction and (ii) any acquisition by any person resulting inthe Company shall promptly request that each Person to which the Company has provided confidential information relating to the Company and the Company Subsidiaries and has afforded access to, or proposal or offer, which, if consummated, would result and engaged in any person becoming the beneficial owner, directly or indirectlydiscussions with, in one connection with a proposed Alternative Transaction (other than Buyer and its Affiliates and Representatives), promptly return or destroy any such information (except for any such access that does not relate to, and was not provided in connection with discussions concerning, a series of related transactions, of shares of any class of equity securities potential Alternative Transaction) in accordance with the terms of the Company or those of any Company Subsidiaryconfidentiality agreement such Person entered into with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, or any assets (including, without limitation, equity securities of any subsidiaries) L.L.C. on behalf of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementCompany.

Exclusivity. (a) Until From and after the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXdate hereof, except for the transactions contemplated by this Agreement, the Sellers and the Company Seller shall not, and shall cause the Company Subsidiaries its Affiliates not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (a) initiate, solicit, facilitate, encourage, discuss, negotiate or accept any inquiries, proposals or offers with respect to (i) initiatethe acquisition, solicit in a single transaction or knowingly facilitate or encourage any inquiries or the making a series of related transactions, of any of the outstanding shares of any class or series of equity securities or debt securities of the Company or any of its Subsidiaries or any interests therein, (ii) the acquisition (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of a material portion of the assets and properties of the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or combination of the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition Transaction”), or (b) enter into any contract or agreement concerning or relating to an Acquisition Transaction, in each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, proposal or offer that constituteswith respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, or obtains information that such an inquiry, proposal or offer is likely to be made, Seller shall provide Buyer with immediate notice thereof, which notice shall include the terms of, and the identity of the person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any and all discussions or negotiations with any third party with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes Transaction. Prior to the Closing, Seller shall not transfer, dispose of this Agreement, or put an Encumbrance on the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those any of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementits Subsidiaries.

Exclusivity. From the date of this Agreement until the earlier of (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for Date or (b) the transactions contemplated by termination of this Agreement, the Sellers and the Company shall will not, and shall Sellers will cause the Company Subsidiaries and all Affiliates, officers, directors, agents, advisors, attorneys or other representative of the foregoing (collectively, “Representatives”) not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (i) solicit or initiate, solicit or knowingly facilitate or encourage any inquiries the submission of, proposals or the making of any proposal or offer that constitutes, or could reasonably be expected to lead offers relating to, any Acquisition Proposal; ; (ii) make respond to any submissions, proposals or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; offers relating to; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to discussions with any person relating to, any Acquisition Proposal; or or (iv) otherwise knowingly facilitate cooperate in any effort way with any person in connection with, any acquisition, recapitalization, liquidation, dissolution or attempt similar transaction involving all or any portion of the Units or assets of the Company; provided, however, that Sellers may advise any person making any such submission, proposal, offer or other contact that Sellers are subject to make an Acquisition Proposal. exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction of the type referred to in clauses (bi) For purposes through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and the terms and conditions of same. Sellers will not vote their Units in favor of and will vote against any such acquisition structured as a merger, consolidation, share exchange or transfer of all or substantially all of the assets of the Company. Without the prior written consent of Buyer, from the date of this Agreement until the termination of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerSellers will not, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving and will cause the Company not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or any Company Subsidiary and (ii) any acquisition by any person resulting indescent, or proposal otherwise transfer or offer, which, if consummated, would result dispose of in any person becoming the beneficial ownerway, whether voluntary or by operation of law, directly or indirectly, in one any Units or a series of related transactions, of shares of any class of equity other securities (debt or equity) or assets of the Company or those of any Company SubsidiaryCompany, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than to sell Units to Buyer at the transactions contemplated by Closing pursuant to the terms of this Agreement.

Exclusivity. (a) Until For the period beginning on the date of this Agreement until the earlier to occur of the Closing Date and such time as this Agreement is being terminated in accordance with Article IXSection 9.1, except for with respect to this Agreement and the transactions contemplated by this AgreementTransactions, the Sellers and the Company shall agree that they will not, and shall 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 accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (ia) encourage, initiate, solicit solicit, seek or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions regarding the making or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes implementation of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, business combination, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving involving, or any purchase of, all or any substantial portion of the assets of the Company, in each case, not in the ordinary course of business or any equity or equity-linked securities of the Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the 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 attempt to make, implement or accept a Proposal; or (d) enter into a Contract with any Person relating to a Proposal. The Sellers shall, and shall 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 accounting firm retained by it or any of them and any individual member or employee of the foregoing) to, promptly (but in any event within three (3) Business Days) cease and direct to be terminated (a) all existing discussions, conversations, negotiations and other communications with any Persons (other than the Buyer or any of its Affiliates or its and their representatives) conducted heretofore with respect to any of 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 Company Subsidiary and of its Subsidiaries or on their behalf. The Sellers shall notify the Buyer in writing, within two (ii2) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities Business Days of the Company receipt of, any inquiries, proposals or those of any Company Subsidiaryoffers related to a Proposal are received by, or any assets (includingnegotiations or discussions related to a Proposal are sought to be initiated or continued with, without limitationany Seller or any of its Affiliates, equity securities of any subsidiaries) of the Company or any Company Subsidiaryof its Subsidiaries or any of their respective directors, officers, or managers and Affiliates or, to the Knowledge of the 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 each case other than any such notice to the transactions contemplated Buyer, to the extent permitted by this Agreementapplicable Law and not subject to a previously bound confidentiality obligation, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in connection therewith.

Exclusivity. (a) Until Subject to Section 5.3(b) hereof, until the earlier to occur of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers Date and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation date of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to Section 8.1, no Seller nor any of its officers, directors, employees, Affiliates, agents or other representatives nor the Company (in its capacity as the sole shareholder of BHP and the Sellers)HCI) shall, directly or indirectly: , take any of the following actions: (i) solicit, encourage, initiate, solicit entertain, accept receipt of, review or knowingly encourage any proposals or offers from, or participate in or conduct discussions with or participate or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to the acquisition of any Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business (including, but not limited to, any acquisition structured as a merger, consolidation, share exchange, purchase or otherwise) (in each case, a "Harv▇▇ ▇▇▇e Transaction"), (ii) provide information with respect to any Seller, any Affiliate of any Seller, the Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business to any Person, other than to Purchaser, relating to (or which any Seller believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any inquiries effort or the making of attempt by any proposal or offer that constitutes, or could reasonably be expected to lead such Person with regard to, any Acquisition Proposal; Harv▇▇ ▇▇▇e Transaction, (iiiii) agree to enter into any contract, agreement or other arrangement with any Person, other than Purchaser, providing for, or approve, a Harv▇▇ ▇▇▇e Transaction, (iv) make or authorize any statement, recommendation recommendation, solicitation or solicitation endorsement in support of any Acquisition Proposal; Harv▇▇ ▇▇▇e Transaction other than by Purchaser, or (iiiv) engage inauthorize or permit any of Sellers' or their Affiliates' officers, continue directors, employees, shareholders or otherwise participate 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 discussions manner adverse to Purchaser its approval or negotiations recommendation of, this Agreement, the Acquisition or enter into an agreement regardingthe other transactions contemplated hereby, or provide resolve to take any non-public information of the foregoing actions. In addition, if any Seller or data to any person Affiliate of Sellers receives any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any Acquisition Proposal; or inquiry or contact from any Person with respect to, a Harv▇▇ ▇▇▇e Transaction, such Seller shall immediately notify such offeror that the Company has entered into an exclusive sales agreement and cannot negotiate any offers for sale and such Seller shall also notify Purchaser thereof and provide Purchaser with the details thereof, including the identity of the Person or Persons making such offer or proposal, and shall keep Purchaser fully informed on a current basis of the status and details of any such offer or proposal. This Section 5.3(a) shall not apply to any proposals or offers from third parties with respect to (ivi) otherwise knowingly facilitate 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 effort or attempt such sale the purchaser therein shall expressly agree to make an Acquisition Proposalhonor this Agreement, and vote in favor thereof if necessary. (b) For purposes 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 Harv▇▇ ▇▇▇e Transaction not solicited in violation of this Agreement, provided that the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series Board of related transactions, of shares of any class of equity securities Directors of the Company or those determines in good faith, upon advice of any Company Subsidiaryoutside counsel, or any assets (including, without limitation, equity securities 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 any subsidiaries) Directors of the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or any exchange offer. If the Board of Directors of the Company Subsidiaryreceives a request for material nonpublic information by a Person who makes, or indicates that it is considering making, an offer of a bona fide Harv▇▇ ▇▇▇e Transaction, and the Board of Directors determines in each case other than good faith and upon the transactions contemplated by advice of outside counsel that it is required to cause the Company to act as provided in this AgreementSection 5.3(b) in order to discharge properly the directors' fiduciary duties, then, provided such Person has executed a confidentiality agreement substantially similar to the one then in effect between the Company and Purchaser, the Company may provide such Person with access to information regarding the Company.

Exclusivity. During the period commencing on the date hereof and for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly: (a) Until solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the earlier Buyer) relating to any exchange (i) of any security of the Closing Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such time exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the ▇▇▇▇ ▇▇▇) or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Buyer) regarding any Exchange Transaction, or furnish to any Person (other than the Buyer) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as this Agreement is any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a “Third Party Exchange Transfer”). The Company, its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than the Buyer) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, request, proposal or offer relating to any Exchange Transaction or Third Party Exchange Transfer, and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Buyer of any written inquiries, requests, proposals or 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 will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to the Buyer in accordance with Article IX, except for the transactions contemplated by this provision. For all purposes of this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation violations of the restrictions set forth in this Section 7.8 4(w) by a Representative that is taken with the knowledge any Subsidiary or affiliate of the Company, the Sellers or any Company Subsidiaryofficer, shall be deemed to be a breach of this Agreement by the Company and the Sellers)employee, directly director, agent or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) other representative of the Company or any Company Subsidiary, in each case other than of its Subsidiaries or affiliates shall be deemed a direct breach of this Section 4(w) by the transactions contemplated by this AgreementCompany.

Exclusivity. From the date hereof until the termination of this Agreement (the “Exclusivity Period”): (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company Target Companies shall not, and shall cause not permit any of their Affiliates, directors, officers, employees, representatives or agents of Sellers or the Company Subsidiaries not to, and shall instruct their respective Representatives not to Target Companies (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companycollectively, the Sellers or any “Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (iRepresentatives”) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one (i) discuss, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a series of related transactionsmerger, of shares of any class of equity securities consolidation, business combination, purchase or disposition of the Company or those of any Company Subsidiary, Business or any assets (including, without limitation, equity securities of any subsidiaries) material amount of the Company assets of the Target Companies or any Company Subsidiary, in each case capital stock or ownership interests of the Target Companies other than the transactions contemplated by this AgreementAgreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transactions, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Target Companies in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do so or seek any of the foregoing. (b) Sellers and the Target Companies shall (and Sellers and the Target Companies shall cause their Company Representatives to) immediately cease and cause to be terminated any and all existing discussions or negotiations with, or any provision of access to their property, books and records or non-public information and data to, any Persons (other than Purchaser) conducted or provided heretofore with respect to any Acquisition Transaction. Sellers and the Target Companies shall not release any third party from the confidentiality and standstill provisions of any agreement to which Seller or any of the Target Companies is a party.

Exclusivity. From the date hereof until the termination of this Letter (such period, the “Exclusivity Period”): (a) Until the earlier none of the Closing Parents, Seller, the Company, the Company’s subsidiaries (including for purposes of this Letter, NEG Holding, of which the Company is the managing member), or any of their respective (i) directors, officers or affiliates or (ii) advisors, investment bankers, financial advisors, attorneys, accountants, consultants, agents or employees, but only in the case of clause (ii) if and such time as this Agreement is terminated in accordance with Article IX, except to the extent authorized to act on the behalf of the foregoing for the transactions contemplated following purposes (collectively, “Representatives”) shall directly or indirectly, (A) initiate, solicit, invite or facilitate any inquiry, proposal or offer concerning the merger or sale of any of the assets of or equity interests in (whether by this Agreementway of a single or series of direct purchases, the Sellers and mergers, or consolidations or otherwise) the Company shall notor any of its subsidiaries, and shall cause other than the Company Subsidiaries not tosale of assets in the ordinary course of business consistent with past practice (any such inquires, and shall instruct their respective Representatives not to or alternative offer or proposal, a “Competing Proposal”) or (B) engage or participate in any negotiations or discussions concerning (it being understood and agreed that any 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 the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company5(a)), the Sellers or provide access to its properties, books and records or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly nonpublic information or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead data to, any Acquisition person in connection with, any Competing Proposal; (ii) make , or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations execute or enter into an agreement regardingany agreement, understanding or letter of intent with respect to, or provide any non-public information or data to any person relating toaccept, any Acquisition Competing Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the 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 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ is aware, and the material terms and conditions thereof); (c) the Parents, Seller, the Company and their subsidiaries and Representatives shall instruct ▇▇▇▇ and NEGI’s employees, in their capacity as managers of the Company or its subsidiaries (and only to the extent that ▇▇▇▇ and such ▇▇▇▇ 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 ▇▇▇▇ and NEGI’s Relevant Employees: (i) not to provide access to any such confidential or nonpublic information or data to, any person in connection with any Competing Proposal; and (ii) to cease and terminate any and all provision of access to such confidential or 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 NEG, Inc. the Company or any of the Company’s subsidiaries with the SEC; provided, that the foregoing shall not apply to ▇▇▇▇; and (iii) to cease all actions in furtherance of marketing or completing the initial public offering of NEG, Inc., the Company or any of the Company’ subsidiaries or making effective any registration statements, provided, that nothing in this Agreementclause (iii) will limit Seller’s right to continue internal preparation and discussions with its Representatives with respect to such registration statements so long as such actions are kept confidential.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that it will not, and it will cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXinitiate, except for the transactions contemplated by this Agreementencourage, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers solicit or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)seek, directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) including any proposal or offer to its stockholders or any of them) with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any Company Subsidiary and of its Subsidiaries (iiany such proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any acquisition by negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person resulting in, relating to a Proposal; (c) otherwise facilitate or proposal or offer, which, if consummated, would result cooperate in any person becoming effort or attempt to make, implement or accept a Proposal; or (d) enter into a Contract with any Person relating to a Proposal. If the beneficial ownerCompany, directly any of its Subsidiaries or indirectlyany Agent has provided any Person (other than Parent or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, in one they shall request the immediate return thereof. The Company shall notify Parent immediately if any inquiries, proposals or offers related to a series of related transactionsProposal are received by, of shares of any class of equity securities of the Company confidential information or those of any Company Subsidiarydata is requested from, or any assets (includingnegotiations or discussions related to a Proposal are sought to be initiated or continued with, without limitationit, equity securities any of any subsidiaries) of the Company its Subsidiaries or any Company Subsidiaryof their respective directors, in each case officers, employees and Affiliates or, to its Knowledge, any other than Agent. Such notice shall disclose the transactions contemplated by this Agreementreceipt of such inquiry or Proposal.

Exclusivity. (a) Until During the period beginning on the date hereof and ending on the earlier of the Closing and such time as Date or the Termination Date, except with respect to this Agreement is terminated in accordance with Article IX, except for and the transactions contemplated by this AgreementTransactions, the Sellers and the Company shall agrees that it will not, it will use its reasonable best efforts to cause its directors, officers, and shall cause the Company Subsidiaries employees not to, and it shall instruct their respective Representatives not to direct its Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it being understood or any of them and agreed that any violation individual member or employee of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companyforegoing) (each, the Sellers an “Agent”) not to: (a) initiate, encourage, solicit or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)seek, directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making or implementation of any proposal or offer that constitutes(including, or could reasonably be expected to lead towithout limitation, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer to its Stockholders or any of them individually) with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”); (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 any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company Subsidiary and (ii) shall notify Buyer immediately if any acquisition by inquiries, proposals or offers related to a Proposal are received by, any person resulting in, confidential information or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiarydata is requested from, or any assets (includingnegotiations or discussions related to a Proposal are sought to be initiated or continued with, without limitationit or any of its respective directors, equity securities of any subsidiaries) officers, employees and Affiliates or, to the Knowledge of the Company Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or any Company Subsidiaryrequest, and shall include a true and complete copy of such Proposal, inquiry or request, if in each case other than the transactions contemplated by this Agreementwriting.

Exclusivity. (a) Until In consideration of the time, effort and other expense expended by Buyer in connection with the Contemplated Transactions, Seller and the Unitholders will not, and will cause the Seller Affiliates and each of their respective Representatives not to, after the Execution Date and until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article IX12, except for 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 transactions contemplated Purchased Assets or any equity interest in any entity that directly or indirectly owns or leases any portion of the Business 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 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 any Person (other than Buyer or their Representatives) 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 Seller Affiliate, or any of their respective Representatives from a Person (other than Buyer or its Representatives), Seller and the Unitholders will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement, the Sellers ) and of Seller’s unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Seller and the Company Unitholders agree and acknowledge that the violation of the covenants or agreements in this Section 6.10 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall notbe entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the Execution Date, Seller and the Unitholders shall, and shall cause the Company Subsidiaries not Seller Affiliates to, and shall instruct their respective Representatives not to (it being understood and agreed request that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit all Confidential Information previously disclosed to any other Person (except Buyer or knowingly facilitate its Representatives) in connection with the sale process of the Business be destroyed or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected returned to lead to, any Acquisition Proposal; Seller; (ii) make or authorize any statementall notes, recommendation or solicitation in support of any Acquisition Proposal; abstracts and other documents that contain Confidential Information be destroyed; and (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into the receiving party of such Confidential Information provide Seller and the Unitholders a written certification of an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes officer of this Agreement, the term “Acquisition Proposal” means receiving party that the foregoing clauses (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementhave been satisfied.

Exclusivity. From and after the date hereof through the date which is thirty (a30) Until days following the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to Section 11 hereof, without the Company and the Sellers)prior written consent of Aspec, neither Novo nor any of Novo's other officers, directors, shareholders, agents or Affiliates shall, directly or indirectly: , (ia) initiatesolicit, solicit conduct discussions with or knowingly facilitate engage in negotiations with any person, other than Aspec, relating to the possible acquisition of Novo or encourage any inquiries of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to Novo or any of its subsidiaries to any person, other than Aspec, relating to the making possible acquisition of Novo or any proposal of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or offer that constitutesotherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of Novo or could reasonably be expected to lead toany of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any Acquisition Proposal; material portion of its or their capital stock or assets, (iid) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; possible acquisition of Novo or any of it subsidiaries (iiiwhether by way of merger, purchase of capital stock, purchase of assets or otherwise) engage inor any material portion of its or their capital stock or assets by any person, continue or otherwise participate in any discussions or negotiations or other than by Aspec, (e) enter into an any agreement regardingwith any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in Novo, or provide (f) enter into any non-public information additional agreement for the licensing or data distribution of products, technology, or intellectual property of Novo, whether now existing or hereafter created. In addition to the foregoing, if Novo or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any person relating toof the above, Novo shall immediately notify Aspec thereof, including information as to the identity of the offeror or the party making any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort such offer or attempt proposal and the specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to make an Acquisition Proposal. (b) For purposes occur of the Closing of the Merger or the termination of this AgreementAgreement pursuant to Section 11 hereof, the term “Acquisition Proposal” means (i) any proposal no shareholders will transfer or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving transfer any of their Novo Common Stock except to Aspec pursuant to the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementMerger.

Exclusivity. Seller shall, and shall direct and use its reasonable best efforts to cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents, and representatives (aincluding without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by Seller or any of its Affiliates) Until to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any person other than Purchaser and its Affiliates with respect to the earlier possibility, consideration, or consummation of any sale or other disposition of any of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for Branches or any of the transactions contemplated by this Agreement, Assets or the Sellers and the Company Liabilities. Seller shall not, and shall direct and use its reasonable best efforts to cause the Company Subsidiaries its Affiliates and its and its Affiliates’ directors, officers, employees, agents, and representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by Seller or any of its Affiliates) not to, and shall instruct their respective Representatives not to directly or indirectly through another person, (it being understood and agreed that any violation a) solicit, initiate, or encourage (including by way of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers furnishing information or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellersassistance), directly or indirectly: (i) initiate, solicit or knowingly take any other action to facilitate or encourage that could result in, any inquiries inquiries, or discussions regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead tofor, any Acquisition Proposal; (ii) make sale or authorize any statement, recommendation or solicitation in support other disposition of any Acquisition Proposal; of the Branches or any of the Assets or the Liabilities; (iiib) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data regarding the Branches or the Assets or the Liabilities to any person other than Purchaser relating to, to or in connection with any Acquisition Proposal; or (iv) otherwise knowingly facilitate sale or other disposition of any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company Branches or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company Assets or those of any Company Subsidiarythe Liabilities, or any assets inquiry or indication of interest with respect thereto; or (includingc) continue or participate in any discussions or negotiations, without limitationor otherwise communicate in any way with any person other than Purchaser and its Affiliates, equity securities regarding any sale or other disposition of any subsidiaries) of the Company Branches or any Company Subsidiaryof the Assets or the Liabilities. Seller shall promptly (but in any event within not more than 24 hours) advise Purchaser orally and in writing of its receipt of any inquiry, in each case proposal, offer, or indication of interest, or any request for information, relating to any sale or other than disposition of any of the transactions contemplated Branches or any of the Assets or the Liabilities. Seller expressly agrees that any breach or violation of this Section 6.22 by any of its Affiliates or by any of its or its Affiliates’ directors, officers, employees, agents, or representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by such Party or any of its Subsidiaries) shall be deemed a breach or violation of this AgreementSection 6.22 by Seller.

Exclusivity. (a) Until the earlier In consideration of the Closing substantial expenditures of time and such time as this Agreement is terminated expense to be undertaken by Buyer and Vertex in accordance connection with Article IX, except for the consummation of the transactions contemplated by this Agreement, for a period ending on the Sellers earlier of (a) November 30, 2014, (b) the termination of this Agreement or (c) the Closing, Seller and the Company Seller's majority equity owner shall deal exclusively with Buyer and Vertex with respect to the sale of the Purchased Assets, the Business, or the issuance of the equity interests of, or the sale of all or substantially all of the assets or properties of, Seller. In addition, during such time period, Seller shall not, and Seller shall cause the Company Subsidiaries not todirect its officers, directors, financial advisors, accountants, attorneys, and shall instruct their respective Representatives other Affiliates (collectively, together with Seller, the "Selling Group") not to (it being understood and agreed that a) solicit submission of proposals or offers from any violation Person other than Buyer (or its Affiliates) relating to any acquisition or purchase of all or any part of the restrictions set forth in this Section 7.8 by a Representative that is taken with equity interests, assets or properties of Seller, the knowledge sale or issuance of any equity interests of Seller or any Affiliate thereof to which any of the Company, the Sellers equity interests or any Company Subsidiaryassets or properties of the Business may be contributed, shall or any merger or consolidation of Seller or its Affiliates to which any assets or properties of the Business may be deemed to be a breach of this Agreement by the Company and the Sellerscontributed (each an "Acquisition Proposal"), directly or indirectly: (ib) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide furnish any non-public information or data to any person relating toPerson other than Buyer (and its representatives or Affiliates), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal; or Proposal by any Person other than Buyer or its Affiliates or (ivc) otherwise knowingly facilitate enter into any effort agreement or attempt understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby. The Seller agrees to make (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. , (bx) For purposes of this Agreementinform the persons sending such indication, the term “Acquisition Proposal” means (i) any proposal request, or offer that Seller and the Business are bound by an exclusivity arrangement, (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Seller represents that no member of the Selling Group is a party to or bound by any agreement with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case an Acquisition Proposal other than the transactions contemplated by under this Agreement.

Exclusivity. (a) Until As an inducement to the Purchaser to enter into this Agreement, and in consideration of the time and expense which it has devoted and will devote to the transactions contemplated hereby during such period, except as between the Sellers and the Purchaser pursuant to this Agreement, until the earlier of (i) the Closing Date and (ii) termination of this Agreement in accordance with Section 14.1 hereof, each of the Sellers and the Guarantor shall not, and, to the extent permitted by the FTC Orders, shall cause the Companies and the Operating Company and their respective Affiliates, officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained or acting on behalf of such time party or any shareholder, director, officer or employee of such party) not to, directly or indirectly (x) initiate, solicit, encourage or entertain proposals, inquiries, indications of interest, or offers to purchase any portion of the Purchased Equity Interests or all or substantially all of the Bulk Assets or the Bulk Gas Business (an “Acquisition Proposal”), or (y) enter into any discussions, negotiations, agreements, arrangements or commitments with respect an Acquisition Proposal with any Person who has made an Acquisition Proposal; provided, however, that the foregoing shall not restrict the Sellers, the Companies, the Operating Company or the Guarantor from dispositions in the Ordinary Course of Business of Bulk Inventory and of Bulk Equipment that is obsolete or in unusable condition and not necessary for the operation of the Bulk Gas Business substantially as currently conducted. (b) Except as otherwise agreed between the Purchaser and the Sellers, until the earlier of (i) the Closing Date and (ii) termination of this Agreement in accordance with Section 14.1 hereof, the Purchaser shall not, and the Purchaser shall cause its Affiliates, officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained or acting on behalf of the Purchaser or any shareholder, director, officer or employee of the Purchaser) not to directly or indirectly initiate, solicit, encourage or entertain any opportunity to acquire any assets or any business which compete with the Bulk Gas Business or the purchase of which by the Purchaser could reasonably be expected to materially impair the Purchaser’s ability to (A) consummate the transactions contemplated hereby under applicable antitrust Law and the FTC Orders, or (B) obtain the Financing. (c) This Section 6.9 supersedes the exclusivity covenant to which each party is subject contained in Section A.3 of the Framework Agreement and each party shall have no further obligation to the other party in connection with such exclusivity covenant; provided, however, if this Agreement is terminated in accordance with Article IX, except for by the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to Purchaser (it being understood and agreed that any violation x) as a result of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a material breach of this Agreement by the Company and the Sellerseither party or (y) under Section 14.1(d) or Section 14.1(e), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage then any inquiries or the making claims either party may have for any breach of any proposal or offer that constitutes, or could reasonably such exclusivity covenant shall not be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalwaived and shall be retained. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until From the earlier date of the Closing and such time as this Agreement is terminated until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Article IXSection 9.01, except for the transactions contemplated by this Agreement, the Sellers and the Company GX shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause the Company Subsidiaries not to, its and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)to, directly or indirectly: , (i) initiate, solicit solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or encourage assist, any inquiries or requests for information with respect to, or the making of of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Business Combination other than the Transactions (a “Business Combination Proposal; ”), (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regardingdiscussions concerning, or provide access to its properties, business, assets, books, records or any non-public confidential information or data to to, any person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Business Combination Proposal; or , (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (iv) otherwise knowingly facilitate execute or enter into, any effort letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or attempt other similar agreement for or relating to make any Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Acquisition ProposalBusiness Combination Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing of the terms of this Section 7.06. Without limiting the foregoing, it is understood that any violation of the restrictions contained in Section 7.06 by any of GX’s Subsidiaries, or any of GX’s or its Subsidiaries’ respective Representatives acting on GX’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 7.06 by GX. (b) For purposes of this AgreementGX shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the term “Acquisition Proposal” means (i) any proposal or offer date hereof with respect to, or which is reasonably likely to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination give rise to or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting result in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementBusiness Combination Proposal.

Exclusivity. (a) Until During the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXInterim Period, except for the transactions contemplated by this Agreement, the Sellers and the Company shall notnot take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause the Company Subsidiaries not its Affiliates and Representatives to, immediately cease any and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any all existing discussions or negotiations or enter into an agreement regardingwith any Person conducted prior to the date hereof with respect to, or provide any non-public information which is reasonably likely to give rise to or data to any person relating toresult in, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalTransaction. (b) For purposes During the Interim Period, SPAC shall not take, nor shall it permit any of this Agreementits Affiliates or Representatives to take, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, whether directly or indirectly, any action to solicit, initiate, continue or engage in one discussions or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiarynegotiations with, or enter into any assets agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by Company, its stockholders or any of their respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than with the Company, its shareholders and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of this AgreementAgreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. (a) Until the earlier In consideration of the Closing substantial expenditures of time and such time as this Agreement is terminated expense to be undertaken by Buyer in accordance connection with Article IX, except for the consummation of the transactions contemplated by this Agreement, for a period ending on the Sellers earlier of (a) December 31, 2021, (b) the Closing Date, and (c) the Company termination of this Agreement Seller shall deal exclusively with Buyer with respect to the sale of the Assets or the Business. In addition, during such time period, Seller shall not, and shall cause the Company Subsidiaries not todirect its officers, directors, financial advisors, accountants, attorneys, and shall instruct their respective Representatives other Affiliates (collectively, together with Seller, the "Selling Group") not to (it being understood and agreed that a) solicit submission of proposals or offers from any violation Person other than Buyer (or their Affiliates) relating to any acquisition or purchase of all or any substantial part of the restrictions set forth in this Section 7.8 Refinery, the sale or issuance of any equity interests of Seller or any entity formed by a Representative that is taken with the knowledge Seller or any Affiliate thereof to which any of the Company, the Sellers equity interests or any Company Subsidiaryassets or properties of the Business may be contributed, shall be deemed to be a breach or any merger or consolidation of this Agreement any Seller or of any entity formed by the Company and Seller or its Affiliates to which any assets or properties of the SellersBusiness may be contributed (each an "Acquisition Proposal"), directly or indirectly: (ib) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide furnish any non-public information or data to any person relating toPerson other than Buyer (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal; or Proposal by any Person other than Buyer, or (ivc) otherwise knowingly facilitate enter into any effort agreement or attempt understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby. Seller agrees to make (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. , (bx) For purposes of this Agreementinform the persons sending such indication, the term “Acquisition Proposal” means (i) any proposal request, or offer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above, Seller represents that no member of the Selling Group is a party to or bound by any agreement with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case an Acquisition Proposal other than the transactions contemplated by under this Agreement.

Exclusivity. (a) Until the earlier Seller acknowledges that substantial time of the Closing Buyer and such time as substantial out-of-pocket expenses (including attorneys’, investment bankers’ and accountants’ fees and expenses) have been and will continue to be expended and incurred in connection with conducting legal, business and financial due diligence investigations of each Company, drafting and negotiating this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company Related Agreements and other related expense. During the Pre-Closing Period, Seller shall not, and Seller shall direct and shall cause the Company Subsidiaries Seller’s Representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: : (i) solicit, encourage, initiate, solicit or knowingly otherwise facilitate or encourage any inquiries or the making of any proposal or offer that constituteswith respect to or relating to Another Transaction, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make conduct any discussions, enter into any negotiations, agreements, understandings or authorize transactions, or provide any statement, recommendation information to any Person (other than Buyer and its Representatives) with respect to or solicitation in support of any Acquisition Proposal; relating to Another Transaction or (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public financial or other confidential or proprietary information regarding any of the Companies or data their Business to any person relating to, any Acquisition Proposal; or Person (iv) otherwise knowingly facilitate any effort or attempt other than to make an Acquisition Proposal. (b) For purposes of this AgreementBuyer and its Representatives). As used herein, the term “Acquisition ProposalAnother Transaction” means (i) any proposal or offer with respect to the sale, through a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one single or a series of related transactions, of shares (A) any part of the business or any of the assets of any class of equity securities of the Company Companies, or those (B) any of the voting securities of any Company Subsidiary(whether by sale of stock, merger, consolidation or otherwise). Seller represents that Seller is not a party to, or bound by, any agreement with respect to Another Transaction other than this Agreement and this Agreement will not violate any agreement to which they are bound or to which any Company’s assets are subject. (including, without limitation, equity securities of any subsidiariesb) After the date hereof through the end of the Pre-Closing Period, if Seller, any Company or their Representatives receives any oral or written offer or proposal to engage in discussions relating to Another Transaction, then Seller shall immediately notify Buyer of the identity of the Person making, and the specific terms of, any such offer or proposal. In addition, Seller shall, and shall cause the Companies and each of its and their respective Representatives to, (i) immediately cease and cause to be terminated any existing activities, discussion or negotiations with any other Person conducted heretofore with respect to Another Transaction, (ii) promptly request each other Person (other than Buyer and its Representatives) that has heretofore executed a confidentiality agreement in connection with such other Person’s consideration of engaging in Another Transaction with Seller or any Company Subsidiaryto return to Seller all confidential information heretofore furnished to such other Person by or on behalf of Seller or any Company and (iii) take the necessary steps to promptly inform their Representatives of the obligations undertaken in this Section 4.04. (c) Each party recognizes and acknowledges that a breach of this Section 4.04 will cause irreparable and material loss and damage for Buyer, which cannot be adequately compensated for in damages by an action at law. Therefore, Seller agrees that Buyer shall be entitled, in each case addition to any other than remedies and damages available, to the transactions contemplated by equitable remedies of injunction and specific performance with respect to Seller’s obligations under this AgreementSection 4.04.

Exclusivity. (a) Until From and after the earlier date of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers Seller, FGWLA, CLAC and the Company their Affiliate shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , through any director, officer, employee, shareholder, financial advisor, representative or agent of such Person (i) solicit, initiate, solicit or knowingly facilitate aid or encourage (including by way of furnishing information or advice) or take any other action to facilitate any inquiries or the making of any proposal or offer proposals that constitutesconstitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of assets or properties, sale of shares of capital stock (including by way of a tender or exchange offer), or similar transaction involving any part of the Acquired Operations (an “Acquisition Proposal; ”), (ii) make or authorize any statement, recommendation or solicitation engage in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into discussions with any Person (or group of Persons) other than Purchaser or its advisors (an agreement regarding“Alternate Bidder”) concerning, or provide any non-public nonpublic information or data advice to any person Person relating to, any Acquisition Proposal; or , (iii) continue any prior discussions or negotiations with any Alternate Bidder concerning any Acquisition Proposal or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting inaccept, or proposal enter into any contract (whether or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series not contingent upon consummation of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement) concerning, any Acquisition Proposal with any Alternate Bidder or consummate any Acquisition Proposal other than as contemplated by this Agreement. In the event that any of Seller, FGWLA, CLAC or their Affiliate receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly notify Purchaser of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. Seller, FGWLA, CLAC and their Affiliate shall request that all Alternate Bidders who executed a confidentiality agreement in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement”) return, or destroy, all confidential information heretofore furnished to such Alternate Bidder by or on behalf of Seller, FGWLA, CLAC, the Seller Subsidiaries or their Affiliates subject to the terms of such Seller Confidentiality Agreement.

Exclusivity. (a) Until The Vendor and the earlier Shareholder each agree that they will not, directly or indirectly, through any officer, director, employee, partner, agent, representative or otherwise, make, solicit, initiate or encourage a proposal or offer from any person or entity relating to any acquisition or purchase of an Acquisition Proposal for a period commencing on the Closing and such time as date this Agreement is terminated executed, continuing up to and including the later of December 31, 2016 or the Closing Date (the "Exclusivity Period"). (b) Notwithstanding Section 8.8(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by the Vendor's or Shareholder's board of directors, constitutes or, if consummated in accordance with Article IXits terms, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall could reasonably be deemed expected to be a breach Superior Proposal, then the Vendor or the Shareholder may: (i) furnish information with respect to the Vendor or the Shareholder and its subsidiaries to the person making such Acquisition Proposal; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal. In the event it receives an Acquisition Proposal, the Vendor or the Shareholder shall promptly notify the Purchaser in writing within 48 hours of receipt of the Acquisition Proposal, including the material terms and conditions thereof. (c) Notwithstanding Section 8.8(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by Vendor's or Shareholder's board of directors, constitutes a Superior Proposal, the Vendor may terminate this Agreement so as to enter into a definitive agreement with respect to such Superior Proposal, provided that the Vendor or Shareholder shall, upon providing notice of such termination to the Purchaser, pay to the Purchaser a termination fee in the amount of $160,000 (the "Break Fee") and, for greater certainty, a refund of the Deposit to the Purchaser. The Break Fee and the Deposit shall be paid to the Purchaser, by way of certified cheque, bank draft, certified solicitor's trust cheque, or wire transfer, at the time that notice of termination of this Agreement is delivered to the Purchaser. Each of the Vendor, the Shareholder and the Purchaser acknowledge that such sum will be the sole and exclusive remedy in lieu of any other damages or remedies available to the Purchaser at law or in equity for such termination of this Agreement by the Company Vendor and Shareholder. (d) Each of the Vendor and the Sellers)Shareholder covenants that it will not accept, directly approve, endorse, recommend or indirectly: enter into any agreement, understanding or arrangement in respect of a Superior Proposal unless: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making Vendor and Shareholder has complied with their obligations under Section 8.9(b) and has provided the Purchaser with a copy of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition the Superior Proposal; ; and (ii) make a period (the “Response Period”) of five business days has elapsed from the date that is the later of (x) the date on which the Purchaser receives written notice from the Vendor or authorize any statementthe Shareholder that the board of directors of the Vendor or the Shareholder has determined, recommendation subject only to compliance with this Section 8.9(d), to accept, approve, endorse, recommend or solicitation in support enter into a definitive agreement with respect to such Superior Proposal, and (y) the date the Purchaser receives a copy of any Acquisition the Superior Proposal; (iii) engage . During the Response Period, Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including an increase in, or modification of, the Purchase Price. Board of directors of the Vendor or the Shareholder shall review any such written offer by the Purchaser to amend this Agreement to determine whether the Acquisition Proposal to which Purchaser is responding would continue or otherwise participate to be a Superior Proposal when assessed against such proposed amendment. If the board of directors of Vendor and Shareholder determine that the Acquisition Proposal no longer constitutes a Superior Proposal, the Vendor and Shareholder will enter into an amendment to this Agreement with the Purchaser incorporating the amendments to the Agreement as set out in any discussions or negotiations the written offer to amend. If the board of directors of the Vendor and the Shareholder determine that the Acquisition Proposal continues to be a Superior Proposal, the Vendor and the Shareholder may terminate this Agreement pursuant to Section 8.9(b) in order to accept or enter into an agreement regardingagreement, understanding or provide any non-public information or data arrangement to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition proceed with the Superior Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until Following the earlier date hereof, until the Effective Time or termination of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company Parent shall not, and it shall cause the Company Subsidiaries its officers, directors, employees, advisors, agents, representatives, stockholders and Affiliates (collectively, “Representatives”) not to, directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, initiate or knowingly encourage any inquiry, proposal or offer relating to a Competing Transaction (each, a “Proposal”), (b) participate in or encourage any communications, discussions or negotiations relating to, or disclose or furnish to any person or entity any information in connection with, or assist, or cooperate with any person or entity in making or proposing, or take any other action to facilitate, any Proposal or Competing Transaction, or (c) enter into any agreement, arrangement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Competing Transaction. Parent shall instruct promptly advise and provide copies (if written) to the Company Parent of, or provide to Company Parent a summary (if not written) of the principal terms of, any Proposal that has been submitted, directly or indirectly, to Parent, its Affiliates or Subsidiaries or any of its or their respective Representatives, including the identity of the party making such Proposal and any other information Parent may reasonably request with respect to such Proposal. Parent shall promptly advise Company Parent of any request for disclosure or access described in clause (b) of this Section 4.2(a), including the identity of the party requesting such disclosure or access. (b) Notwithstanding the foregoing, at any time prior to the receipt of the approval of the holders of more than 50% of the Parent Common Stock referenced in Section 5.3(a), Parent and its Representatives may, in response to a bona fide written Proposal that the Board of Directors of Parent determines in good faith (after consultation with outside counsel and the Parent’s financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal, and which Proposal was not solicited by Parent or any of its Representatives and did not otherwise result from a breach of this Section 4.2, (x) furnish information with respect to Parent and its Subsidiaries to the Person making such Proposal (and its Representatives) pursuant to a customary confidentiality agreement, and (y) participate in discussions or negotiations with the Person making such Proposal (and its Representatives) regarding such Proposal. (c) Notwithstanding anything in this Agreement to the contrary, Parent may not terminate this Agreement pursuant to Section 8.4 until after the fifth Business Day following the Company’s receipt of written notice from Parent advising the Company that the Board of Directors of Parent intends to terminate this Agreement pursuant to Section 8.4. Such notice from Parent to the Company shall specify the reasons therefor, including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors of Parent (it being understood and agreed that any violation amendment to the financial terms or any other material term of the restrictions set forth in such Superior Proposal shall require a new written notice by Parent and a new five Business Day period). In determining whether to terminate this Agreement pursuant to Section 7.8 by a Representative that is taken with the knowledge of the Company8.4, the Sellers or Board of Directors of Parent shall take into account any Company Subsidiary, shall be deemed changes to be a breach the financial terms of this Agreement proposed by the Company in response to any such written notice by Parent or otherwise. (d) For purposes hereof, “Superior Proposal” means any bona fide written offer by a third party that (i) if consummated would result in such third party (or in the case of a direct merger between such third party and Parent, the Sellers)stockholders of such third party) acquiring, directly or indirectly: , more than fifty percent (i50%) initiateof the voting power of the Parent Common Stock or all or substantially all the assets of Parent, solicit or knowingly facilitate or encourage any inquiries or the making for consideration consisting of any proposal or offer that constitutescash and/or securities, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statementthat the Board of Directors of Parent determines in its good faith judgment (after consultation with the Parent’s financial advisor and after considering such factors as the Board of Directors of Parent considers to be appropriate, recommendation or solicitation in support including the legal, financial, timing, regulatory and other aspects of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, whichproposal), if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series transaction that is more favorable to Parent’s stockholders from a financial point of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other view than the Merger and the other transactions contemplated by this AgreementAgreement (after taking into account any changes to this Agreement proposed by the Company in response to a Proposal), and (iii) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

Exclusivity. (a) Until ACL and each of the Sellers agrees that, commencing on the date of this Agreement and until the earlier of the Closing and such time as or the date on which this Agreement is has been terminated in accordance with Article IX, except for by its terms (the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers“Exclusivity Period”), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or Buyer shall have the making of any proposal or offer that constitutes, or could reasonably be expected exclusive right to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, each of the Sellers and ACL agrees that, unless this Agreement is terminated by its terms, neither ACL nor any of the Sellers shall, directly or indirectly (and shall not permit the Companies and/or any Person acting on their behalf to), (i) solicit, initiate or encourage the submission of any proposal or offer (an “Acquisition Proposal”) from any Person (including any of its or the Companies’ respective officers, directors, partners, members, shareholders, Affiliates, employees, agents and other representatives) relating to any acquisition of all or a material portion of the assets or Equity Interests of ACL or any capital stock of any of the Companies 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. (c) Each of the Sellers represents that it has suspended (and has caused the Companies and/or any Person acting on its behalf to suspend), and shall cease for the duration of the Exclusivity Period, all contacts, discussions and negotiations with third parties (other than Buyer and its Affiliates, agents and representatives) regarding any Acquisition Proposal. Each of the Companies and the Sellers shall promptly notify Buyer if any such Acquisition Proposal, or any inquiry or contact with any Person with respect thereto (including any Person with whom the Companies or such Seller has already had such discussions), is made after the date hereof.

Exclusivity. (a) Until the earlier of the Closing and such time as Except with respect to this Agreement is terminated in accordance with Article IX, except for and the transactions contemplated by this Agreementhereby, the Sellers and the Company shall Shareholders agree that they will not, and shall they will cause the Company Subsidiaries Representative and the Acquired Companies and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (ia) encourage, initiate, solicit solicit, seek or knowingly facilitate or encourage respond to any inquiries or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, business combination, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiaryinvolving, or any assets (including, without limitation, equity securities purchase of all or any subsidiaries) substantial portion of the Company assets or any Company Subsidiaryequity or equity-linked securities of, in each case other than 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 AgreementAgreement 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, encourage or cooperate in any effort or attempt to make, implement or 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 of the foregoing, (b) access of any Person (other than Buyer or any of its Affiliates or its and their representatives) to any data room hosted in connection with any Proposal and (c) request return of or destruction of the confidential information previously provided by the Acquired Companies or on their behalf. The Shareholders shall notify the Buyer in writing immediately of (and in any event within one Business Day of the receipt of) any inquiries, proposals or offers related to a Proposal are received by, any information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, any Shareholder, any Acquired Company or any of their respective directors, officers, managers, Employees and Affiliates or, to the Knowledge of the Company, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in connection therewith.

Exclusivity. (a) Until From the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for or the transactions contemplated by termination of this Agreement, the Sellers and the Company Parent shall not, not (and shall cause the Company Subsidiaries its controlled affiliates, subsidiaries, directors, officers and employees, and will direct its financial advisors and other Representatives not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), ) directly or indirectly: (i) initiateindirectly take any action to encourage, solicit or knowingly solicit, facilitate or encourage any inquiries or initiate the making of any proposal or offer that constitutessubmission of, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations with respect to, any proposal or enter into an agreement regardingoffer from, or provide any non-public or confidential information to, any Person or data to any person its Representatives relating to, or enter into, negotiate, engage in discussions or negotiations regarding, or consummate, any transaction relating to, or which would reasonably be expected to lead to the direct or indirect sale, disposition, acquisition or transfer of all or a material portion of the Business or the Transferred Entities (including through an asset sale, lease, license, equity sale, equity issuance, merger or otherwise, but excluding the sale of inventory in the Ordinary Course of Business) (each, an “Acquisition Proposal; or (ivTransaction”) otherwise or participate in any discussions or negotiations regarding, furnish any information with respect to, knowingly facilitate facilitate, or assist in any manner, or participate in any effort or attempt by, any Person to make an Acquisition Proposal. (b) For purposes do or seek any of the foregoing. Upon the execution of this Agreement, the term “Acquisition Proposal” means Parent (including its direct and indirect subsidiaries) shall, and shall cause each of its controlled affiliates, subsidiaries, directors, officers and employees, and direct its other Representatives to, (i) cease and terminate any proposal or offer existing discussions with respect any Person (other than Purchaser and its Representatives) that relate to a mergerany Acquisition Transaction, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) promptly terminate any acquisition by Person’s and any person resulting inof such Person’s officers’, or proposal or offerdirectors’, whichemployees’, if consummatedrepresentatives’, would result in any person becoming consultants’, financial advisors’, attorneys’, accountants and other agents’ access to the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, Data Room or any assets similar data room (including, without limitation, equity securities of other than Purchaser and its Representatives) and (iii) request in writing that all Persons (other than Purchaser and its Representatives) and their Representatives promptly return to Parent or destroy any subsidiaries) of non-public information concerning the Company Business or the Transferred Entities that was previously furnished or made available to such Persons or any Company Subsidiary, in each case other than the transactions contemplated of their Representatives by this Agreementor on behalf of Parent.

Exclusivity. (a) Until From the date hereof through the Closing (or the earlier termination of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company its terms): (i) Seller shall not, and shall cause its Subsidiaries (including the Company Subsidiaries Entities) and its and their respective directors and officers not to, and shall instruct direct its and their other Representatives acting on their behalf to not, directly or indirectly, except for purposes of any communication permitted by Section 5.22(c) below, solicit, knowingly facilitate, knowingly induce or knowingly encourage, engage in discussions or negotiations with respect to, or otherwise enter into, any proposals, offers, agreements or arrangements with any person or entity (other than Sponsor, Buyer, Affiliates or the Representatives of the foregoing) concerning an Alternative Transaction; (ii) Seller shall, and shall cause its Subsidiaries (including the Company Entities) and its and their respective directors and officers, and shall direct its and their respective other Representatives to, immediately cease and terminate (and Seller shall not, and shall cause its Subsidiaries and their respective Representatives not to to, resume or otherwise continue) any solicitation, initiation, knowing encouragement, discussion and/or negotiation with any Person (it being understood other than Sponsor, Buyer, Affiliates, and agreed that any violation the Representatives of the restrictions set forth in this Section 7.8 by a Representative that is taken with foregoing) concerning any Alternative Transaction; (iii) Seller shall, and shall cause its Subsidiaries (including the knowledge Company Entities) and its and their respective directors and officers to, and shall direct its and their respective other Representatives to, immediately terminate any third party’s (other than Sponsor, Buyer, each of their respective Affiliates, and the Representatives of the Companyforegoing) access to any virtual data room containing any nonpublic information in connection with, or for the Sellers purpose of encouraging or facilitating, any Alternative Transaction and shall not provide any such third party with access to any virtual data room containing such information during such period in connection with any Alternative Transaction; and (iv) Seller shall not, and shall cause its Subsidiaries (including the Company Entities) not to, approve, authorize or enter into any Alternative Transaction. (b) If Seller, any of its Affiliates (including the Company Entities) or any Company Subsidiaryof its and their respective Representatives receives an inquiry, shall be deemed to be a breach of this Agreement by the Company and the Sellers)offer, directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer indication of interest that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; an Alternative Transaction, within two Business Days of such receipt, (i) Seller may inform the third party in writing that it is unable to engage in discussions with respect to an Alternative Transaction at such time and of the existence of this Agreement, and (ii) make or authorize any statementthereafter Seller shall, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage inand shall direct its directors, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating officers and other Representatives to, cease any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort further contact in respect of such inquiry, offer or attempt to make an Acquisition Proposalproposal. (bc) For purposes of this AgreementSection 5.22, “Alternative Transaction” shall mean, (other than the term “Acquisition Proposal” means Transactions or any other transaction involving solely the Company Entities or Sponsor, Buyer or any of their respective Affiliates or any Representatives of the foregoing, including any Buyer-Approved Transaction), any transaction or series of related transactions, including any offer or proposal, relating to (i) any proposal acquisition or offer with respect to purchase, direct or indirect, of all or a majority of the assets of the Business (excluding, for the avoidance of doubt, sales of inventory) or of any class of equity or voting securities of any Company Entity, or (ii) a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offeringamalgamation, share exchange, business combination combination, sale of a majority of the assets, reorganization, recapitalization, liquidation, dissolution, or other similar transaction involving the Company Business or any Company Subsidiary and (ii) Entity; provided, for the avoidance of doubt, that in no event shall any acquisition by any person resulting inacquisition, sale, merger, consolidation, amalgamation, share exchange, business combination, sale of a majority of the assets, reorganization, recapitalization, liquidation, dissolution, or proposal similar transaction or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of direct or indirect, with respect to all or any class of equity securities portion of the Company Equity Interests or those assets, rights or properties of any Company Subsidiary, the Retained Business or Seller or any assets of its Affiliates (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated Company Entities or the Business) be deemed to be an “Alternative Transaction” or be otherwise prohibited by this AgreementSection 5.22.

Exclusivity. (a) Until The Vendor and the earlier of Shareholder each agree that they will not, directly or indirectly, through any officer, director, employee, partner, agent, representative or otherwise, make, solicit, initiate or encourage a proposal or offer from any person or entity relating to any Acquisition Proposal for a period commencing on the Closing and such time as date this Agreement is terminated executed, continuing up to and including the later of December 31, 2016 (or such other date as the parties may mutually agree in writing), the termination of this Agreement pursuant to the terms of this Agreement or the Closing Date (the "Exclusivity Period"). (b) Notwithstanding Section 8.9(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by the Vendor's or Shareholder's board of directors, constitutes or, if consummated in accordance with Article IXits terms, except for could reasonably be expected to be, a Superior Proposal, then the transactions contemplated by this AgreementVendor or the Shareholder may: (i) furnish information with respect to the Vendor or the Shareholder and its subsidiaries to the person making such Acquisition Proposal; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Sellers person making such Acquisition Proposal. In the event it receives an Acquisition Proposal, the Vendor or the Shareholder shall promptly notify the Purchaser in writing within 24 hours of receipt of any Acquisition Proposal, including a copy thereof or an accurate description of all terms and conditions thereof. (c) Notwithstanding Section 8.9(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by Vendor's or Shareholder's board of directors, constitutes a Superior Proposal, the Vendor may terminate this Agreement so as to enter into a definitive agreement with respect to such Superior Proposal, provided that the Vendor or Shareholder shall, upon providing notice of such termination to the Purchaser, pay to the Purchaser a termination fee in the amount of $750,000.00 (the "Break Fee") and, for greater certainty, a refund of the Deposit to the Purchaser. The Break Fee and the Company Deposit shall notbe paid to the Purchaser, and shall cause by way of certified cheque, bank draft, certified solicitor's trust cheque, or wire transfer, at the Company Subsidiaries not to, and shall instruct their respective Representatives not time that notice of termination of this Agreement is delivered to (it being understood and agreed that any violation the Purchaser. Each of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the CompanyVendor, the Sellers Shareholder and the Purchaser acknowledge that such sum will be the sole and exclusive remedy in lieu of any other damages or any Company Subsidiary, shall be deemed remedies available to be a breach the Purchaser at law or in equity for such termination of this Agreement by the Company Vendor and Shareholder. (d) Each of the Vendor and the Sellers)Shareholder covenants that it will not accept, directly approve, endorse, recommend or indirectly: enter into any agreement, understanding or arrangement in respect of a Superior Proposal unless: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making Vendor and Shareholder has complied with their obligations under Section 8.9(b) and has provided the Purchaser with a copy of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition the Superior Proposal; ; and (ii) make a period (the "Response Period") of ten (10) business days has elapsed from the date that is the later of (x) the date on which the Purchaser receives written notice from the Vendor or authorize any statementthe Shareholder that the board of directors of the Vendor or the Shareholder has determined, recommendation subject only to compliance with Section 8.9(c) and this Section 8.9(d), to accept, approve, endorse, recommend or solicitation in support enter into a definitive agreement with respect to such Superior Proposal, and (y) the date the Purchaser receives a copy of any Acquisition the Superior Proposal; (iii) engage . During the Response Period, the Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including an increase in, or modification of, the Purchase Price. The board of directors of the Vendor or the Shareholder shall review any such written offer by the Purchaser to amend this Agreement to determine whether the Acquisition Proposal to which Purchaser is responding would continue or otherwise participate to be a Superior Proposal when assessed against such proposed amendment. If the board of directors of Vendor and Shareholder determine that the Acquisition Proposal no longer constitutes a Superior Proposal, the Vendor and Shareholder will enter into an amendment to this Agreement with the Purchaser incorporating the amendments to the Agreement as set out in any discussions or negotiations the written offer to amend. If the board of directors of the Vendor and the Shareholder determine that the Acquisition Proposal continues to be a Superior Proposal, the Vendor and the Shareholder may, subject to the requirements of Section 8.9(c), terminate this Agreement pursuant to Section 8.9(b) in order to accept or enter into an agreement regardingagreement, understanding or provide any non-public information or data arrangement to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition proceed with the Superior Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until the earlier In consideration of the Closing substantial expenditures of time and such time as this Agreement is terminated expense to be undertaken by Purchaser in accordance connection with Article IX, except for the consummation of the transactions contemplated by this Agreement, for a period ending on the Sellers and earlier of (a) ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the Company termination of this Agreement, (c) the date (i) Purchaser or one of its Affiliates submits a notice to the appropriate federal regulator or regulators withdrawing its application to acquire control of the Bank or (ii) the appropriate federal regulator or regulators notify Seller, the Bank, Purchaser or one of Purchaser’s Affiliates in writing that the appropriate federal regulator or regulators will not approve the application to acquire control of the Bank filed by Purchaser; or (d) the Closing, the Companies shall deal exclusively with Purchaser with respect to the sale of the Shares, the business of the Bank, or of the issuance of the equity interests of, or any assets or properties of, the Bank. In addition, during such time period, Seller shall not, and shall cause direct the Company Subsidiaries not toCompanies’ officers, directors, financial advisors, accountants, attorneys, and shall instruct their respective Representatives not to other Affiliates (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken collectively, together with the knowledge of the Company, the Sellers “Company Group”) to not (a) solicit submissions of proposal or offers from any person or entity other than Purchaser relating to any acquisition or purchase of all or any Company Subsidiarypart of the equity interests, shall be deemed to be a breach assets or properties of this Agreement the Bank, the sale or issuance of any equity interests of the Bank or any entity formed by the Company and Bank or any Affiliate of the Sellers)Bank to which any of the equity interests or any assets or properties of the Bank may be contributed, directly or indirectly: (i) initiate, solicit any merger or knowingly facilitate consolidation of the Bank or encourage any inquiries or the making of any proposal entity formed by the Bank or offer that constitutesany Affiliate of the Bank to which any of its business, assets or could reasonably properties may be expected to lead to, any contributed (each an “Acquisition Proposal; ”); or (iib) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide furnish any non-public information or data to any person relating toor entity other than Purchaser, or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition ProposalProposal by any person or entity other than Purchaser; or (iv) otherwise knowingly facilitate provided, however, nothing herein shall prohibit any effort director of any Company from exercising his or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer her fiduciary duties with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any unsolicited acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementinquiries.

Exclusivity. (a) Until the Closing or earlier termination of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers Pubco and the Company shall not, FHCP will not (and shall cause the Company Subsidiaries will not to, and shall instruct permit any of their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the CompanyAffiliates, the Sellers directors, officers, employees, investment bankers, attorneys or any Company Subsidiaryother agents, shall be deemed to be a breach of this Agreement by the Company and the Sellersadvisors or representatives to), directly or indirectly: indirectly (a) (i) initiateinitiate the submission of any proposal or offer from any Person for, or (ii) solicit or knowingly facilitate or encourage any inquiries or proposals for, or (iii) continue any discussions relating to, the making acquisition of equity securities of Pubco or all or substantially all of the assets of Pubco (including any acquisition structured as a merger, consolidation, share exchange, or otherwise); or (b) furnish or permit to be furnished any non-public information concerning Pubco to any Person (other than the Principal Shareholder, the Companies, and their respective representatives and advisors), other than information furnished connection with the transactions contemplated hereby or as required by Law. If either Pubco or FHCP is contacted or solicited by any third party regarding any action contemplated in this Section 9.16(a), such party promptly shall inform the Principal Shareholder in writing. (b) Until the Closing or earlier termination of this Agreement, the Principal Shareholder and the Companies will not (and will not permit any of their respective Affiliates, directors, officers, employees, investment bankers, attorneys or other agents, advisors or representatives to), directly or indirectly (a) (i) initiate the submission of any proposal or offer that constitutesfrom any Person for, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make solicit or authorize encourage any statementinquiries or proposals for, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions relating to, the acquisition of equity securities of a Company or negotiations all or enter into an agreement regardingsubstantially all of the assets of a Company (including any acquisition structured as a merger, consolidation, share exchange, or provide otherwise); or (b) furnish or permit to be furnished any non-public information or data concerning a Company to any person relating to, any Acquisition Proposal; or Person (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than Pubco, FHCP, and their respective representatives and advisors), other than information furnished in the ordinary course of business or in connection with the transactions contemplated hereby or as required by Law. If the Principal Shareholder or a Company is contacted or solicited by any third party regarding any action contemplated in this AgreementSection 9.16(b), such party promptly shall inform FHCP in writing.

Exclusivity. (a) Until From the date hereof and continuing until the earlier of the Closing and such time as termination of this Agreement is or the Closing, neither Seller nor Seller Parent shall (nor shall Seller or Seller Parent permit any of their respective directors, officers or other employees, agents, representatives or Affiliates to), directly or indirectly, take any of the following actions with any party other than Buyer and its designees: (i) solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire any Purchased Assets (for the avoidance of doubt, excluding the sale of inventory in the ordinary course of business), any capital stock of Seller, or any part of the Business, whether by merger, consolidation, purchase of assets, purchase of shares, tender offer, license or otherwise, or effect any such transaction, (ii) disclose or furnish any information not customarily disclosed to any Person concerning the Business, the Purchased Assets or the Assumed Liabilities, or afford to any Person access to any properties or technologies of the Business or the Books and Records, not customarily afforded such access, (iii) knowingly assist or cooperate with any Person to make any proposal to purchase all or any part of the Business or Purchased Assets (for the avoidance of doubt, excluding the sale of inventory in the ordinary course of business), or (iv) enter into any Contract with any Person providing for the acquisition of the Business or the Purchased Assets, whether by merger, purchase of assets, license, tender offer or otherwise. (b) Seller and Seller Parent shall immediately cease and cause to be terminated any such negotiations, discussion or agreements (other than with Buyer) that are the subject matter of clause (i), (ii), (iii) or (iv) of Section 8.3(a). (c) In the event that Seller or any of Seller’s Affiliates shall receive any offer, proposal, or request, directly or indirectly, of the type referenced in clause (i), (iii), or (iv) of Section 8.3(a), or any request for disclosure or access as referenced in clause (ii) of Section 8.3(a), Seller shall immediately suspend any discussions with such Person with regard to such offers, proposals, or requests. (d) The Parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 8.3 were not performed in accordance with Article IXtheir specific terms or were otherwise breached. It is accordingly agreed by the Parties hereto that Buyer shall be entitled to an immediate injunction or injunctions, except for without the transactions contemplated by necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this AgreementSection 8.3 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Buyer may be entitled at law or in equity. Without limiting the Sellers and the Company shall notforegoing, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being is understood and agreed that any violation of the restrictions set forth above in this Section 7.8 8.3 by a Representative that is taken with the knowledge any officer, director, authorized agent, representative or Affiliate of the Company, the Sellers or any Company Subsidiary, Seller shall be deemed to be a breach of this Agreement Section 8.3 by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalSeller. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until From the Effective Date, until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article IXSection 7.1, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: , (i) initiatesolicit, solicit initiate or knowingly take any action to facilitate or encourage any inquiries or the making of making, submission or announcement of, any proposal or offer from any Person or group of Persons other than Trident (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that constitutesmay constitute, or could reasonably be expected to lead to, any Acquisition Proposal; a Competing Transaction; (ii) make or authorize any statemententer into, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage participate in, continue or otherwise participate in engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any Target Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of any Target Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an agreement regardingintention to do so; provided that none of the foregoing restrictions shall prohibit any Target Company from taking the actions permitted by the exceptions set forth in Section 5.1(a)(xi) of this Agreement or the related sections of the Company Disclosure Letter, and any such action shall not be deemed a violation of this Section 6.14(a). (b) From the Effective Date, until the earlier of the Closing or provide the termination of this Agreement in accordance with Section 7.1, Trident and Merger Sub, shall not directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Company (and its representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Trident Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Alternative Target regarding a Trident Competing Transaction; (iii) furnish (including through any virtual data room) any non-public information relating to Trident, Merger Sub or data any of their assets or businesses, or afford access to any person relating the assets, business, properties, books or records of Trident or Merger Sub to an Alternative Target, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, any Acquisition Proposala Trident Competing Transaction; or (iv) otherwise knowingly facilitate approve, endorse or recommend any effort Trident Competing Transaction; or attempt to make an Acquisition Proposal. (bv) For purposes enter into a Trident Competing Transaction or any agreement, arrangement or understanding (including any letter of this Agreement, the intent or term “Acquisition Proposal” means (isheet) any proposal or offer with respect relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination Trident Competing Transaction or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementpublicly announce an intention to do so.

Exclusivity. (a) Until the earlier of the Closing and such time as Unless this Agreement is has been terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall notARTICLE VII, and shall cause except as provided on SCHEDULE 5.9, Seller agrees that from the Company Subsidiaries not todate hereof neither it nor any of Seller's officers, and shall instruct their respective Representatives not to directors, shareholders, affiliates or other representatives (it being understood and agreed that any violation of collectively the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i"AFFILIATED PARTIES") initiatewill invite, solicit or knowingly facilitate encourage proposals or encourage any inquiries offers or the making of any proposal or offer that constitutesentertain, or could reasonably be expected to lead toaccept, any Acquisition Proposal; (ii) make or authorize any statementnegotiate, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue discuss or otherwise participate in a possible merger, combination, sale or other disposition of the Shares or substantially all the assets of Parent or the Company or any discussions business combination or negotiations change in control of the Company (a "COMPANY SALE") with any other party. Seller represents that it is not a party to or enter into an bound by any agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a mergerCompany Sale other than this Agreement. Seller shall cause the Affiliated Parties to immediately cease and terminate any existing or prior existing activities, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination discussions or similar transaction involving the Company negotiations with any persons or entities conducted heretofore with respect to any Company Subsidiary Sale, and shall promptly request each such person or entity who has heretofore entered into a confidentiality agreement in connection with a Company Sale or has otherwise received information in connection with a Company Sale to (a) return to the Seller all confidential information heretofore furnished to such person or entity by or on behalf of the Seller and (iib) any acquisition by any person resulting indestroy (and certify to the Seller as to the destruction) all notes, analyses, compilations, reports, forecasts, studies, memoranda, computer-stored data or other documents which contain, or proposal are based in whole or offerin part or otherwise reflect, whichconfidential information received in connection with a Company Sale. It is intended by the parties hereto that so long as the terms of this SECTION 5.9 are in effect, if consummated, would result in any person becoming Buyer shall have the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of exclusive right to purchase the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of Shares on the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementterms and conditions herein contained.

Exclusivity. (a) Until From and after the earlier date hereof until the Merger Effective Time or, if earlier, the valid termination of the Closing and such time as this Agreement is terminated in accordance with Article IXSection 10.01, except for but only to the transactions contemplated by this Agreementextent not inconsistent with the fiduciary duties of the SPAC Board, the Sellers and the Company shall (i) SPAC will not, and shall cause the Company Subsidiaries will direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer to a Competing Seller relating to a Competing SPAC Transaction or (B) participate in any negotiations with a Competing Seller relating to a Competing SPAC Transaction; (ii) SPAC will, and shall instruct their respective will cause its Representatives not to, (A) terminate immediately any negotiations with any Competing Seller relating to a Competing SPAC Transaction and (B) promptly advise the Company in writing of any proposal regarding a Competing SPAC Transaction involving a Competing Seller that it may receive (it being understood and agreed that any violation SPAC will not be required to inform the Company of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge identity of the Companyperson making such proposal or the material terms thereof); (b) From and after the date hereof until the Merger Effective Time or, if earlier, the Sellers or any Company Subsidiary, shall be deemed to be a breach valid termination of this Agreement by in accordance with Section 10.01, the Company and the Sellers)each Company Subsidiary will not, and will direct their respective Representatives acting on their behalf not to, directly or indirectly: , (i) initiate, solicit or seek, solicit, knowingly facilitate or encourage encourage, submit an indication of interest for, any inquiries or the making of any proposal inquiries, proposals or offer that constitutesfrom any person relating to a Competing Transaction, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement with any person regarding, or provide any non-public information furnish or data make available to any person any information relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and with respect to, a Competing Transaction, other than to make such person aware of the provisions of this Section 8.15(b) or (iiiii) enter into any acquisition by understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or relating to a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementCompeting Transaction.

Exclusivity. From the date of this Agreement and ending on the earlier of (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for (b) the transactions contemplated by termination of this Agreement, the Sellers and the Company parties shall not, and shall cause the Company Subsidiaries not to, their respective subsidiaries and shall instruct its and their respective Representatives not to, directly or indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (A) with respect to the Company, any sale of a majority of the assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution, merger, tender offer or similar transaction involving such party or any of such party’s subsidiaries taken as a whole or (B) with respect to Pace, any transaction or series of related transactions under which Pace 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 other person (in the case of each of clauses (1), (2) and (3), whether by merger, consolidation, recapitalization, purchase or issuance of equity or debt securities, tender offer or otherwise) (each of clause (A) with respect to the Company and clause (B) with respect to Pace, an “Alternative Transaction”), other than with the other parties to this Agreement and their 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 not be deemed a violation of this Section 9.04. Each party shall, and shall cause its subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each party also agrees that it being understood will promptly request each person (other than the parties hereto and agreed 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 subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that such party is subject to an exclusivity agreement that prohibits such party from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.8 9.04 by a Representative that is taken with the knowledge of the Company, the Sellers party or any Company Subsidiary, of its subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Agreement Section 9.04 by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalsuch party. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreement.

Exclusivity. (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for or the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation date of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to the provisions of SECTION 9.1, neither any Shareholder nor the Company nor any of their respective Subsidiaries or Affiliates will take, nor will any Shareholder or the Company permit any of their representatives to take, any of the following actions with any Person other than Purchaser and its designees: (a) solicit, encourage or initiate any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the SellersCompany (a "COMPETING PROPOSED TRANSACTION"), directly (b) provide information with respect to the Company to any Person, other than Purchaser, relating to (or indirectly: (i) initiatewhich any Shareholder or the Company believes would be used for the purpose of formulating an offer or proposal with respect to), solicit or knowingly otherwise assist, cooperate with, facilitate or encourage any inquiries effort or the making of attempt by any proposal or offer that constitutes, or could reasonably be expected to lead such Person with regard to, any Acquisition Proposal; possible Business Combination with the Company, (iic) make agree to, enter into a Contract with any Person, other than Purchaser, providing for, or approve a Business Combination with the Company or (d) authorize or permit any statementShareholder's or the Company's representatives to take any such action. Each Shareholder and the Company and their respective Affiliates (and their officers, recommendation directors, employees, agents, advisors or solicitation in support of any Acquisition Proposal; (iiiother representatives) engage in, continue or otherwise participate in any immediately shall cease and cause to be terminated all existing discussions or negotiations or enter into an agreement regarding, or provide with any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer parties conducted heretofore with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving Competing Proposed Transaction. Each Shareholder and the Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or any Company Subsidiary of its Subsidiaries is a party. Each party hereto acknowledges that this SECTION 5.2 was a significant inducement for Purchaser to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in consideration to be paid to the Equity Holders or (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by failure to induce Purchaser to enter into this Agreement.

Exclusivity. (a) Until During the period from the date of this Agreement until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreementits terms, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, Target Companies and shall instruct their respective Affiliates and any Representatives of the foregoing not to knowingly: (it being understood and agreed that a) solicit, initiate discussions or encourage or engage in negotiations with any violation of Person, other than Buyer or its Affiliates, relating to the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)possible acquisition, directly or indirectly: , of any portion of the Equity Interests, or any securities convertible into or exercisable or exchangeable for any Equity Interests, or assets of the Target Companies or the Business (iwhether by way of merger, purchase of Equity Interests, purchase of assets, loan or otherwise) initiateor a recapitalization or joint venture or other business combination or extraordinary business transaction of or involving the Target Companies or the Business (each an “Acquisition Transaction”) or otherwise cooperate in any way, solicit assist or knowingly participate in, facilitate or encourage any inquiries effort or attempt by any Person (other than Buyer or its Affiliates) to seek to do any of the making of foregoing and will immediately terminate any proposal or offer that constitutessuch solicitations, or could reasonably be expected to lead todiscussions, any Acquisition Proposal; and negotiations; (iib) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data documentation with respect to any person Target Company or the Business to any Person, other than Buyer or its Affiliates or its or their respective Representatives, relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalTransaction; or (c) enter into any term sheet, memorandum of understanding or definitive agreement with any Person, other than Buyer or its Affiliates, with respect to an Acquisition Transaction. (b) For purposes The Sellers and their Affiliates shall immediately terminate access by any Person (other than Buyer or its Affiliates or its or their respective Representatives) to any non-public or confidential information relating to the Target Companies that has been provided to prospective purchasers and their Affiliates and representatives in connection with an acquisition of this Agreementany part of the Business or the Target Companies (including through the any online or other data sites) (any such information, “Transaction Information”), and within five Business Days of the term “Acquisition Proposal” means Execution Date, request in writing that all prospective purchasers of the Business or the Target Companies to whom Transaction Information concerning the Business or the Target Companies has been distributed on or prior to the Execution Date in connection with the process relating to the sale of the Business or the Target Companies (iother than Buyer and its representatives acting on its behalf) any proposal return such information to the Seller (or offer destroy such information) and cause their Affiliates and representatives to do the same in accordance with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company terms of the confidentiality agreements between the Sellers or any Company Subsidiary of their Affiliates and (ii) any acquisition by any person resulting inthe Target Companies, or proposal or offeron the one hand, whichand such prospective purchasers, if consummated, would result in any person becoming on the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementhand.

Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), each Investor shall and shall cause its Affiliates to: (a) Until work exclusively with Parent and its Affiliates to implement the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IXTransactions, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not including to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the SellersTransaction Documents (to the extent not finalized or executed prior to the date hereof); (b) not, shall cause its Affiliates not to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly: , either alone or with or through any authorized Representatives (i) initiatemake an Acquisition Proposal, solicit or knowingly solicit, encourage, facilitate or encourage join with or invite any inquiries or other Person to be involved in the making of any proposal or offer that constitutes, or could reasonably be expected to lead toof, any Acquisition Proposal; , (ii) make provide any information to any Third Party with a view to the Third Party or authorize any statementother person pursuing or considering to pursue an Acquisition Proposal, recommendation (iii) finance or solicitation offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal; , (iiiiv) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or provide any non-public information or data to any person relating todo, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes anything that is directly inconsistent with the provisions of this Agreement, the term “Acquisition Proposal” means Merger Agreement or the Transactions, (iv) take any proposal action that would reasonably be expected to have the effect of preventing, disabling or offer delaying such Investor from performing its obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in 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 a mergeran Acquisition Proposal; and (d) promptly notify Parent if it or, joint ventureto its knowledge, partnershipany of its Representatives receives any approach or communication with respect to any Acquisition Proposal, consolidationincluding in such notice the identity of the other Persons involved and the nature and content of the approach or communication, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares provide Parent with copies of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this Agreementwritten communication.

Exclusivity. (a) Until From the date hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by pursuant to Section 11.1 and the Closing Date, neither Sellers, Tanus, the Company and nor any Subsidiary, will, or will permit or cause any of their, or their Affiliates, respective members, managers, stockholders, officers, directors, employees, investment bankers, attorneys, accountants or other agents (collectively, the Sellers)“Seller Representatives”) to, directly or indirectly: : (ia) initiate, solicit solicit, seek, encourage, entertain, support or knowingly take any action to facilitate or encourage any inquiries or the making of any offer or proposal that constitutes or offer that constitutes, or could is reasonably be expected likely to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to (i) for a sale, equity exchange, merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, consolidation or other business combination or similar transaction involving concerning Tan, the Company or any Company Subsidiary and Subsidiary, (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result to acquire in any person becoming the beneficial ownermanner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities (or securities convertible into or exchangeable for equity securities) or any material part of the Company or those assets of any Company SubsidiaryTan, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, (iii) with respect to any refinancing, recapitalization or restructuring concerning Tan, the Company or any Subsidiary, or (iv) enter into any Contract with respect to any other transaction similar to any of the foregoing relating to Tan, the Company or any Subsidiary; (b) engage in each case negotiations or discussions with, or provide any information or data concerning Tan, the Company or any Subsidiary to, any Person (other than Purchaser or any of its Affiliates or representatives) relating to any such transaction; or (c) enter into any letter of intent, agreement in principle, acquisition agreement or any other Contract with respect to any such transaction. From the transactions contemplated date hereof until the earlier of the termination of this Agreement pursuant to Section 11.1 and the Closing Date, Tanus and Sellers shall notify Purchaser as promptly as practicable, and in any event not later than the next Business Day, of any inquiries, expressions of interest, requests for information or access to property, books or records, proposals or offers received by Tanus or Sellers, their officers or directors or, to the Knowledge of Sellers, any other Seller Representatives. Tanus and Sellers agree that they will take the necessary steps to promptly inform Seller Representatives of the obligations undertaken in this AgreementSection 6.4.

Exclusivity. (a) Until Seller hereby agrees that from the earlier of date hereof until the Closing and such time as this Agreement is terminated in accordance with Article IX, except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach termination of this Agreement by or the Company Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the Sellers)“Representatives”) will, directly or indirectly: (i) indirectly assist any party to solicit, encourage, initiate, solicit entertain, review, accept, execute, support, approve or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any negotiations, agreements or discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender any offer, recapitalizationinquiry, reorganizationindication of interest or proposal, rights offeringwhether oral, share exchangewritten or otherwise, business combination formal or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting ininformal, or proposal or offer, which, if consummated, would result in any person becoming the beneficial ownerto, directly or indirectly, in one (a) invest in, or a series acquire, Seller or any Subsidiary of related transactionsSeller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of shares assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any class Subsidiary of equity Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the Company or those of any Company SubsidiaryUniversity, Seller, or any Subsidiary of Seller or any of their businesses or assets (includingcollectively, without limitation, equity securities of any subsidiaries) of the Company foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or termination of this Agreement, ▇▇▇▇▇▇ agrees to notify Buyer immediately if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), or any Company Subsidiaryinquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of them or their Representatives, including the identity of the proposing person and the terms thereof; provided that this provision shall not in each case other than any way be deemed to limit the transactions contemplated by obligations of or their respective Representatives set forth in the first sentence of this Agreementparagraph.

Exclusivity. From the date of this Agreement until the earlier of (a) Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article IX, except for Date or (b) the transactions contemplated by termination of this Agreement, the Sellers and the Company shall will not, and shall Sellers will cause each of the Company Subsidiaries Subject Companies and all Affiliates, officers, directors, agents, advisors, attorneys or other representative of the foregoing (collectively, “Representatives”) not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers), directly or indirectly: indirectly (i) solicit or initiate, solicit or knowingly facilitate or encourage any inquiries the submission of, proposals or the making of any proposal or offer that constitutes, or could reasonably be expected to lead offers relating to, any Acquisition Proposal; ; (ii) make respond to any submissions, proposals or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; offers relating to; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to discussions with any person relating to, any Acquisition Proposal; or or (iv) otherwise knowingly facilitate cooperate in any effort way with any person in connection with, any acquisition, recapitalization, liquidation, dissolution or attempt similar transaction involving all or any portion of the Equity Interests or assets of the Subject Companies; provided, however, that Sellers may advise any person making any such submission, proposal, offer or other contact that Sellers are subject to make an Acquisition Proposal. exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction of the type referred to in clauses (bi) For purposes through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and the terms and conditions of same. Sellers will not vote their Equity Interests of the Subject Companies in favor of and will vote against any such acquisition structured as a merger, consolidation, share exchange or transfer of all or substantially all of the assets of the Subject Companies. Without the prior written consent of Buyer, from the date of this Agreement until the termination of this Agreement, Sellers will not, and will cause the term “Acquisition Proposal” means (i) any proposal Subject Companies not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting indescent, or proposal otherwise transfer or offer, which, if consummated, would result dispose of in any person becoming the beneficial ownerway, whether voluntary or by operation of law, directly or indirectly, in one any Equity Interests or a series of related transactions, of shares of any class of equity other securities (debt or equity) or assets of the Company or those of any Company SubsidiarySubject Companies, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than to sell Acquired Interests to Buyer at the transactions contemplated by Closing pursuant to the terms of this Agreement.

Exclusivity. (a) Until During the earlier of the Closing and such time as Interim Period, except with respect to this Agreement is terminated in accordance with Article IX, except for and the transactions contemplated by this Agreementhereby, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)Stockholders agree that they will not, and 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 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: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) including any proposal or offer to its stockholders or any of them) with respect to a merger, joint venture, partnershipacquisition, consolidation, dissolutionrecapitalization, liquidation, tender offerdissolution, recapitalization, reorganization, rights offering, share exchange, business combination equity investment or similar transaction involving involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any Company Subsidiary and of its Subsidiaries (iiany such proposal or offer being hereinafter referred to as a “Proposal”); (b) engage in any acquisition by negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person resulting in, relating to a Proposal; (c) otherwise facilitate or proposal or offer, which, if consummated, would result cooperate in any person becoming effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. If the beneficial ownerCompany, directly any of its Subsidiaries or indirectlyany Agent has provided any Person (other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, in one they shall request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a series of related transactionsProposal are received by, of shares of any class of equity securities of the Company confidential information or those of any Company Subsidiarydata is requested from, or any assets (includingnegotiations or discussions related to a Proposal are sought to be initiated or continued with, without limitationit, equity securities any of its Subsidiaries or any subsidiaries) of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the Company party making, and the terms and conditions of, any such Proposal, inquiry or any Company Subsidiaryrequest, and shall include a true and complete copy of such Proposal, inquiry or request, if in each case other than the transactions contemplated by this Agreementwriting.

Exclusivity. From the date hereof through the Closing Date: (a) Until Seller and each of its Affiliates shall cease any discussions or negotiations with any third party regarding (i) any merger, sale of assets not in the earlier ordinary course of business, acquisition, business combination, change of control, bulk reinsurance transaction or other similar transaction involving any Transferred Company or any Subsidiary of any Transferred Company, (ii) any purchase or other acquisition by any Person of any shares of the Closing and such time as this Agreement is terminated in accordance with Article IXcapital stock of any Transferred Company or any Subsidiary of any Transferred Company, except for the transactions contemplated or 51 57 (iii) any sale or issuance by this Agreementany Transferred Company or any Subsidiary of any Transferred Company of any shares of its capital stock (collectively, "Prohibited Transactions"); (b) None of Seller, the Sellers and the Company Transferred Companies or any of their Subsidiaries shall, nor shall not, and shall cause the Company Subsidiaries not to, and shall instruct any of them authorize or permit any of their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Companydirectors, the Sellers officers, employees, representatives, agents or any Company Subsidiary, shall be deemed to be a breach of this Agreement by the Company and the Sellers)Affiliates to, directly or indirectly: (i) , solicit, initiate, solicit encourage, respond favorably to, permit or knowingly facilitate or encourage any condone inquiries or the making of any proposal or offer that constitutesproposals from, or could reasonably be expected to lead provide any confidential information to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations with, any Person (other than Buyer and its directors, officers, employees, representatives and agents) concerning a Prohibited Transaction; (c) Seller shall promptly advise Buyer of, and communicate to Buyer the terms and conditions of (but not the identity of the Person making), any bona fide inquiry or enter into an agreement regarding, proposal received concerning a Prohibited Transaction; and (d) Seller shall use its best efforts to enforce the terms of any confidentiality or provide any non-public information or data standstill agreements with third parties relating to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Transferred Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Transferred Company or any Company Subsidiaryof the business, assets or employees of any of the foregoing and to require any such third party to return any confidential information regarding any of the foregoing which they may have obtained pursuant to any such agreement. All of Seller's rights in each case other than and to such confidentiality and standstill agreements shall be assigned to Buyer upon the transactions contemplated by this Agreementoccurrence of the Closing.

Exclusivity. (a) Until From and after the earlier of date hereof until the Closing and such time as or, if earlier, the valid termination of this Agreement is terminated in accordance with Article IXSection 10.01, except for but only to the transactions contemplated by this Agreementextent not inconsistent with the fiduciary duties of the SPAC Board, the Sellers and the Company shall (i) SPAC will not, and shall cause the Company Subsidiaries will direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer to a Competing Seller relating to a Competing SPAC Transaction or (B) participate in any negotiations with a Competing Seller relating to a Competing SPAC Transaction; (ii) SPAC will, and shall instruct their respective will cause its Representatives not to, (A) terminate immediately any negotiations with any Competing Seller relating to a Competing SPAC Transaction and (B) promptly advise the Company in writing of any proposal regarding a Competing SPAC Transaction involving a Competing Seller that it may receive (it being understood and agreed that any violation SPAC will not be required to inform the Company of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge identity of the Companyperson making such proposal or the material terms thereof); (b) From and after the date hereof until the Closing or, if earlier, the Sellers or any Company Subsidiary, shall be deemed to be a breach valid termination of this Agreement by in accordance with Section 10.01, the Company and the Sellers)each Company Subsidiary will not, and will direct their respective Representatives acting on their behalf not to, directly or indirectly: , (i) initiate, solicit or seek, solicit, knowingly facilitate or encourage encourage, submit an indication of interest for, any inquiries or the making of any proposal inquiries, proposals or offer that constitutesfrom any person relating to a Competing Transaction, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement with any person regarding, or provide any non-public information furnish or data make available to any person any information relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and with respect to, a Competing Transaction, other than to make such person aware of the provisions of this Section 8.15(b) or (iiiii) enter into any acquisition by understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, in one or relating to a series of related transactions, of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any subsidiaries) of the Company or any Company Subsidiary, in each case other than the transactions contemplated by this AgreementCompeting Transaction.