Common use of Exclusivity Clause in Contracts

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as followsthat it and its controlled Affiliates will not, and will direct their Representatives not to, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, participate in negotiations with respect to, encourage or assist the submission of any proposal or offer from any Person, other than Buyer and its Representatives, providing for the direct or indirect sale or other disposition of the Shares. Seller and its controlled Affiliates shall immediately cease all existing discussions and negotiations, if any, with any Person or entity other than Buyer and its Representatives with respect to any transaction, agreement or arrangement that in each case, would materially interfere with or impair, or foreclose, the ability of Seller to consummate the Sale pursuant to this Agreement (any such transaction, a “Competing Transaction”). Seller and its controlled Affiliates shall not: (a) Except solicit offers, inquiries or proposals for any offer, inquiry or proposal to enter into a Competing Transaction with respect any Person other than Buyer; or (b) engage in any discussions or negotiations with, or enter into any agreement, arrangement or understanding with any Person or Persons other than Buyer and its advisers, regarding a Competing Transaction with any Person other than Buyer, except to the transactions contemplated by this Asset Purchase Agreement, the extent necessary for compliance with any Applicable Law. Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not Affiliates to, (i) initiatebetween the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicitvote, facilitateor cause to be voted, seek, knowingly encourage all Shares against authorization or induce, directly or indirectly, any inquiries or the making or implementation approval of any proposal or offer (includingCompeting Transaction submitted to a vote of holders of shares of Common Stock, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect except to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding extent necessary for compliance with any Person relating to a ProposalApplicable Law. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except From the date hereof through the earlier of the Closing or the date on which a party terminates this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase AgreementArticle 10, the Seller agrees that it will not, Sellers shall not (and it will the Sellers shall cause its Subsidiaries and its and their respective Representatives Affiliates, representatives, officers, managers, employees, directors and agents not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce), directly or indirectly, (i) submit, solicit, initiate, knowingly encourage or discuss any inquiries proposal or offer from any person (other than Buyers and their Affiliates in connection with the transactions contemplated hereby), or enter into any agreement or accept any offer relating to, or consummate any (a) reorganization, liquidation, dissolution or recapitalization of any of the Transferred Subsidiaries or the making Indirect Subsidiaries (except as contemplated by the Restructuring), (b) merger or implementation consolidation involving any of the Transferred Subsidiaries or the Indirect Subsidiaries, (c) purchase or sale of all or a material portion of the assets or any equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such equity interests) of any of the Transferred Subsidiaries or the Indirect Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the Ordinary Course), or (d) transaction or business combination similar to those described in the preceding clauses (a) through (c) involving any of the Transferred Subsidiaries or the Indirect Subsidiaries or the Business or their assets (each of the foregoing transactions described in clauses (a) through (d), an “Alternative Transaction”) or (ii) furnish any information with respect to, assist or participate in or knowingly facilitate in any other manner the submission of any proposal or offer concerning, an Alternative Transaction. The Sellers agree to notify the Buyers promptly (includingand in any event within 24 hours of receipt thereof) if any person makes any proposal, without limitation, any proposal offer or offer to its stockholders or any of them) from any Person other than Buyer inquiry with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalan Alternative Transaction. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except Until the earlier of the Closing and such time as this Agreement is terminated in accordance with respect to ARTICLE XI, except for the transactions contemplated by this Asset Purchase AgreementContemplated Transactions, the Seller agrees that it will shall not, and it will shall cause its Subsidiaries and its Affiliates’ respective directors, officers, stockholders, members, employees, partners, agents and their respective Representatives other representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries (i) solicit, initiate or the making or implementation encourage (including by way of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”furnishing information), or take any other action that facilitates, any offer, inquiry or proposal concerning any business combination involving, a recapitalization of, or acquisition of a substantial portion of the assets of, or any equity or debt investment in, the Business or any other similar material corporate transaction, the consummation of which could reasonably be expected to impede, interfere with or delay the Contemplated Transactions (collectively, “Alternative Transactions”); (ii) engage enter into any agreement, agreement in any negotiations concerning, principal or provide any confidential information other commitment (whether or data to, or have any substantive discussions with, any Person not legally binding) relating to a Proposal any Alternative Transaction; or (iii) enter into participate in or consummate continue any agreement discussion or understanding negotiation with any Person relating person entity or group, or provide information to a Proposalthe same, concerning any Alternative Transaction. From and after the date hereof until the Closing Date, the Seller and its Affiliates shall immediately advise Buyer orally and in writing of (a) any request for information in connection with any Alternative Transaction and (b) any Alternative Transaction (or proposed Alternative Transaction), and the material terms and conditions of such request or Alternative Transaction (or proposed Alternative Transaction). The Seller and its Affiliates shall keep the Buyer reasonably informed of the status and details (including amendments or proposed amendments) of any such request or any Alternative Transaction (or proposed Alternative Transaction). For the avoidance of doubt, nothing in this Section 7.7 shall preclude the Seller from providing to its service providers information provided to such entities in the ordinary course of business; it being understood that such information shall not concern any Alternative Transactions. In addition, this Section 7.7 shall not apply to any sale of the Brainerd Facility by the Seller or any of the Seller’s Affiliates, provided that any such sale complies with the provisions of Section 7.14 of this Agreement. (b) Except with respect Notwithstanding the limitations set forth in Section 7.7(a) above, if, after the date of this Agreement, the Seller Parent Board receives a written unsolicited bona fide proposal for a transaction (i) involving solely assets unrelated to the Transferred Business or a merger of the Seller Parent and (ii) such transaction contemplated hereinis consistent with the Seller’s and Seller Parent’s obligations under this Agreement (a “Compatible Transaction”), then Seller shall immediately cease and terminate, the Seller Parent may: (A) furnish nonpublic information to the third party making the proposal for a Compatible Transaction; and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including (B) engage in discussions or negotiations with any parties conducted heretofore the third party with respect to any Proposalsuch proposal for a Compatible Transaction. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to From and after the transactions contemplated by date of this Asset Purchase Agreement, the Seller agrees that it will shall not, and it will shall cause its Subsidiaries Affiliates and its and their its Affiliates’ respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, initiate, encourage or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with respect to the sale a proposal or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to offer for a merger, acquisition, consolidation, recapitalizationamalgamation, liquidationbulk reinsurance, dissolutionbusiness combination, equity investment sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or similar transaction involving the Acquired Companies or any part of the Business, whenever conducted (any such proposal in each case, other than as permitted under Section 7.01(a) or offer being hereinafter referred to as a Section 7.01(b) or in connection with the acquisition, disposition or custody of investment assets in the ordinary course of business, an “Acquisition Proposal”), (b) participate in or (ii) engage in attend any discussions or negotiations concerningor enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any confidential information to, any Alternate Bidder relating to or data in connection with any Acquisition Proposal by such Alternate Bidder or (c) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any Person relating to a Proposal. (b) Except with respect to Alternate Bidder. In the transaction contemplated herein, event that Seller shall immediately cease and terminate, and it shall cause or any of its Subsidiaries and Affiliates or any of its and their or its Affiliates’ respective Representatives immediately to cease and terminatereceives an Acquisition Proposal, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer of such proposal and provide a copy thereof (if any inquiriesin written or electronic form) or, proposals or offers related to if in oral form, a Proposal are received bywritten summary of the terms and conditions thereof, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any including the names of its Subsidiaries or any of their respective Representativesthe interested parties.

Exclusivity. Seller agrees as follows: (a) Except with respect to Between the transactions contemplated by date hereof and the Closing Date or the earlier termination of this Asset Purchase Agreement, the Seller agrees that it will notshall, and it will shall cause its Subsidiaries the Company and its and their respective Representatives affiliates, officers, directors, employees and representatives, not to, to directly or indirectly (i) initiate, solicit, facilitate, seek, knowingly encourage or induceknowingly facilitate the submission of any inquiries, directly proposals or indirectlyoffers that constitute, or may reasonably be expected to lead to, any inquiries or the making or implementation of any proposal or offer (includingAlternative Transaction Proposal, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage or participate in any discussions or negotiations concerningregarding, or provide or cause to be provided any confidential information or data torelating to the Seller or the Company in furtherance of, or have any substantive discussions with, with any Person relating to a to, an actual or proposed Alternative Transaction Proposal or (iii) enter into or consummate any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or understanding with any Person other similar statement of intention or agreement relating to a any Alternative Transaction Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall will immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations conducted prior to the date hereof with any parties conducted heretofore other than the Purchaser or its Affiliates with respect to any Alternative Transaction Proposal. (c) . The Seller shall will also promptly notify Buyer if the Purchaser of any inquiriesinquiry or proposal received by the Seller, proposals the Company or offers related their respective Affiliates, officers, directors, employees and representatives with respect to a an Alternative Transaction Proposal are received byon or subsequent to the date hereof that relates to an Alternative Transaction Proposal first made prior to the date hereof (including, for the avoidance of doubt, any confidential information proposal on or data is requested from, or any negotiations or discussions related subsequent to a the date hereof that relates to an Alternative Transaction Proposal are sought first made prior to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesthe date hereof).

Exclusivity. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with its terms, neither Seller agrees as follows: nor bcIMC shall (and shall not cause or permit their respective Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreementsolicit, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly or encourage or induce, directly or indirectly, any inquiries or the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Acquisition Proposal or (iiib) enter into participate in any discussions or consummate negotiations regarding, furnish any agreement information with respect to, assist or understanding with participate in, or facilitate in any other manner, any effort or attempt by any Person relating to a do or seek any Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, . Each of Seller and bcIMC shall immediately cease and terminatecause to be terminated, and it shall cause its Subsidiaries Affiliates and all of its and their respective Representatives to immediately to cease and terminatecause to be terminated, any all existing activities, including discussions or negotiations with any parties Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. Seller and bcIMC shall notify Buyer promptly (and in any event within three (3) Business Days) if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited). For purposes hereof, “Acquisition Proposal. ” shall mean any inquiry, proposal or offer from any Person (cother than Buyer) Seller shall promptly notify Buyer if any inquiriesconcerning (i) a merger, proposals consolidation, liquidation, recapitalization, share exchange or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it other business combination transaction involving the Company or any of its Subsidiaries the MUI Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other Equity Interests of the Company or any of their respective Representativesthe MUI Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or any MUI Subsidiary’s properties or assets. Notwithstanding the foregoing, nothing in this Section 6.8 will restrict Seller from complying with its obligations to bcIMC pursuant to the Stockholders Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect During the Interim Period, each of the Company and the Cision Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Acquiror, Holdings, Merger Sub and/or any of their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Acquiror, Holdings and Merger Sub hereby acknowledge that prior to the transactions contemplated by date of this Asset Purchase Agreement, the Seller agrees that it will not, Company has provided information relating to the Company and it will cause its Subsidiaries and its has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 10.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, the Cision Owner, and their respective Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of such facts and circumstances. Each of the Company and the Cision Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (ib) initiateDuring the Interim Period, solicitnone of Acquiror, facilitateHoldings or Merger Sub shall take, seeknor shall they permit any of their respective Affiliates or Representatives to take, knowingly encourage or induce, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition the Company, the Cision Owner and/or any of their Affiliates), concerning, relating to or repair in the Ordinary Course of Business) pursuant which is intended or is reasonably likely to a mergergive rise to or result in, acquisitionany offer, consolidationinquiry, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred indication of interest, written or oral relating to as any Business Combination (a “Business Combination Proposal”)) other than with the Company, or (ii) engage in any negotiations concerningthe Cision Owner and their respective Affiliates and Representatives. Each of Acquiror, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease Holdings and terminateMerger Sub shall, and it each shall cause its Subsidiaries respective Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, a Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: Between the Agreement Date and 11:59 p.m., Pacific time, on November 22, 2011 (a) Except the “Exclusive Period”), the Company will not, and will not authorize or direct or knowingly permit any of its and its subsidiaries’ officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, in each case that are aware of the discussions between SAP and the Company with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not Transaction (“Representatives”) to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making making, submission or implementation announcement of any proposal Alternative Proposal (as defined below), (ii) disclose to any person or offer (includingentity any information relating to the Company and/or any of its subsidiaries in connection with, without limitationor enter into, participate in, maintain or continue any communications or negotiations regarding, any Alternative Proposal, (iii) agree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Alternative Proposal, or (iv) enter into any letter of intent, contract or other agreement relating to, or otherwise agree to or consummate or effect any Alternative Proposal. For purposes of this agreement, the term “Alternative Proposal” means any expression of interest in, or agreement, offer or proposal for, any acquisition (including beneficial ownership) of 10% or offer to its stockholders more of the outstanding voting securities of the Company or all or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all material portion of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at SellerCompany’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course assets, whether by way of Business) pursuant to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolutionasset sale, equity investment stock purchase, tender offer or similar transaction (other business combination, or any such material, non-ordinary course development, license, lease or joint venture transaction, other than any offer, proposal or offer being hereinafter referred to as a “Proposal”), indication of interest made by or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall on behalf of SAP. The Company will immediately cease and terminate, cause to be terminated (and it shall cause its Subsidiaries during the Exclusive Period will not resume or otherwise continue) any and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or and negotiations with any parties persons conducted heretofore with respect to any Alternative Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from. In the event that the Company receives an Alternative Proposal, or any negotiations or discussions related request for information relating to a the Company in connection with an Alternative Proposal, from any person during the Exclusive Period, the Company will provide SAP with notice of such event, including any price and form of consideration specified in such Alternative Proposal are sought to be initiated or continued with(as well as any subsequent modifications thereto), it or any of its Subsidiaries or any of their respective Representativesnot later than 24 hours after each such receipt by the Company.

Exclusivity. Seller agrees as follows: The Sellers shall not (aand the Sellers shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, take any inquiries of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the making or implementation of Business in connection with, any inquiry, proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale any merger, consolidation or disposition of (x) all other business combination or substantially all of the Facility or (y) any material Purchased Assts located at the Facility acquisition (other than replacement at Seller’s discretion with substantially equivalent the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) engage negotiate, discuss, explore or otherwise communicate or cooperate in any negotiations concerning, or provide way with any confidential information or data to, or have third party with respect to any substantive discussions with, any Person relating to a Proposal or Acquisition Transaction; (iii) enter into or consummate any agreement agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any Person of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a Proposal. potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (band in any event no later than 24 hours) Except receipt of any written inquiry, offer or proposal with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activitiesan Acquisition Transaction, including discussions information as to the identity of the party or negotiations with any parties conducted heretofore with respect to any Proposalofferor making such inquiry, offer or proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries the Company 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, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any ownership interests of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Seller or any of its Subsidiaries the Company or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its knowledge, any other Agent. Seller and the Company shall, and shall cause their respective Representatives to, immediately cease and terminate any discussion, negotiation or other activity with any third party heretofore conducted by Seller, the Company, any of their respective Affiliates and any Agent of the foregoing with respect to any Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller agrees that it will Parties shall not, and it will shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, initiate or knowingly encourage or induce, directly or indirectly, any inquiries or solicit the making or implementation submission of any proposal inquiries, proposals or offer offers that constitute or may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, as hereinafter defined) or engage in any proposal discussions or offer to its stockholders or any of them) from any Person other than Buyer negotiations with respect to the sale thereto or disposition of (x) all otherwise knowingly cooperate with or substantially all of the Facility knowingly assist or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition participate in, or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (knowingly facilitate any such proposal inquiries, proposals, discussions or offer being hereinafter referred to as a “Proposal”)negotiations, or (ii) engage in any negotiations concerningapprove or recommend, or provide publicly propose to approve or recommend, an Acquisition Proposal or enter into any confidential information or data tomerger agreement, letter of intent, agreement in principle, stock purchase agreement, asset purchase agreement, license agreement, or have any substantive discussions withstock exchange agreement, any Person option agreement or other similar agreement relating to a an Acquisition Proposal or (iii) enter into or consummate any agreement or understanding agreement in principle requiring Seller Parties to abandon, terminate or fail to consummate the Agreement or breach their obligations hereunder or propose or agree to do any of the foregoing. Seller Parties shall, and shall cause their Representatives to, immediately cease and take any solicitation, knowing encouragement, discussion or negotiation with any Person relating Persons conducted by Seller Parties or any of their Representatives prior to a the date of this Agreement with respect to any Acquisition Proposal. (b) Except with respect to the transaction contemplated hereinFor purposes of this Agreement, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, “Acquisition Proposal” means any existing activities, including discussions bona fide offer or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromproposal, or any negotiations indication of interest in making a bona fide offer or discussions related proposal, made by a Person or group at any time that is structured to permit such Person or group to acquire, in one transaction or a series of transactions, beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a whole, pursuant to a Proposal are sought to be initiated merger, consolidation or continued withother business combination, it sale of shares of capital stock, sale of assets, license of assets (including any Owned Intellectual Property) outside the ordinary course of business, tender offer or any of its Subsidiaries exchange offer or any of their respective Representativessimilar transaction, in each case other than the transactions contemplated hereby.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause each of its Subsidiaries Affiliates and each of Seller’s and its Affiliates’ respective directors, officers, managers, members, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and their respective Representatives financial advisors, not to, directly or indirectly (ia) initiate, solicit, facilitate, seek, initiate or knowingly encourage any inquiry, proposal or induceoffer (written or oral) (other than from Buyer or its Affiliates), to acquire, directly or indirectly, any inquiries the Business or the making Acquired Companies or implementation any material portion of the assets used in the Business, whether by merger, consolidation, refinancing, recapitalization, business combination, share exchange, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise, other than (i) sales of products of the Business in the Ordinary Course of Business or (ii) in any proposal or offer (including, without limitationtransaction involving Seller as a whole, any proposal equity interest in Seller as a whole, or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets (in good working condition or repair in the Ordinary Course of Business) pursuant to a mergereach case, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “Acquisition Proposal”), or (iib) engage participate in any negotiations concerningdiscussion or negotiation regarding, or provide furnish any confidential information or data with respect to, or have assist or facilitate in any substantive discussions withmanner, any Person relating to a Acquisition Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating attempt to a make an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediately cease and terminatecease, and it shall cause its Subsidiaries to be terminated, any and its all contacts, discussions and negotiations with third parties regarding any of the foregoing, and Seller will notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Proposal and provide Buyer with the details thereof (including the Person making such offer, inquiry or contact and a copy of all written communication in connection therewith) and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalresponse thereto. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement through the Closing, the Seller agrees that it Sellers will not, and it will shall cause its Subsidiaries and its and their respective Representatives officers, employees, representatives, advisers, agents and Affiliates not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, solicit, encourage, facilitate or initiate any inquiries or the making or implementation of any proposal proposals or offer (includingoffers from, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerningor discussions with, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions manner with, any Person relating to a Proposal or group of Persons (iiiother than Buyer and its Affiliates) enter into concerning any direct or consummate indirect sale or other disposition of, or merger, consolidation, business combination or similar transaction involving, all or any agreement portion of the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinSubject Contracts. Sellers shall, Seller and shall cause their respective officers, employees, representatives, advisers, agents and Affiliates to, immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller of the foregoing. Sellers shall promptly notify Buyer if any such inquiries, proposals or offers related to a Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to a Proposal are sought to be initiated or continued withwith or about the Business, it the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts and shall promptly request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts to return or destroy in accordance with the applicable confidentiality agreement, all confidential information heretofore furnished to such person by or on behalf of the Sellers. (b) From the date of this Agreement until the Closing, neither Buyer nor its Affiliates will take, or agree or commit to take, any action for the purpose of impeding the ability of Buyer to consummate the transactions contemplated by this Agreement or any of its Subsidiaries or any of their respective RepresentativesAncillary Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect to From and after the transactions contemplated by date of this Asset Purchase Agreement, the Seller agrees that it will shall not, and it will shall cause its Subsidiaries Affiliates and its and their its Affiliates’ respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, initiate, encourage, respond to or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with respect to the sale a proposal or disposition of (x) all offer for, or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets inquiry in good working condition or repair in the Ordinary Course of Business) pursuant to connection with, a merger, acquisition, consolidation, recapitalization, liquidationreorganization, dissolutionliquidation or other direct or indirect business combination, equity investment bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or similar transaction involving the Acquired Companies or any part of the Business, whenever conducted (in each case, other than as permitted under Section 7.01 or in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”); (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder; or (c) accept any proposal or offer being hereinafter referred from any Alternate Bidder relating to as a “Proposal”), possible Acquisition Proposal or (ii) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Alternate Bidder. If Seller shall immediately cease and terminate, and it shall cause or any of its Subsidiaries and Affiliates or any of its and their or its Affiliates’ respective Representatives immediately to cease and terminatereceives an Acquisition Proposal, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer of such inquiry, proposal or offer and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties and any inquiriesother written communications received from such Person with respect to such inquiry, proposals proposal or offers related offer. In the event of an Acquisition Proposal, Seller shall, and shall cause its Affiliates to, use reasonable best efforts to a oppose and prevent such Acquisition Proposal are received byin the Rehabilitation and before the Rehabilitation Court and shall use reasonable best efforts to cause the Rehabilitator and the Rehabilitation Court not to solicit, any confidential information initiate, encourage, respond to, facilitate, participate in, negotiate or data is requested fromaccept such Acquisition Proposal, or any negotiations or discussions related and to a decline such Acquisition Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesin the Rehabilitation.

Exclusivity. Except for those planned dispositions of non-core assets publicly disclosed by Macrovision Corporation in its presentation to RiskMetrics Group representatives on April 8, 2008 publicly filed on April 8, 2008 (other than the disposition of assets contemplated as a result of this Agreement), Seller agrees as follows: shall not (and Seller shall cause its affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (a) Except submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its affiliates in connection with respect the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate (other than this Agreement or in connection with the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, ) any (i) initiatereorganization, solicitliquidation, facilitate, seek, knowingly encourage dissolution or induce, directly or indirectly, any inquiries recapitalization of solely the Network Business or the making Equity Interests, (ii) merger or implementation consolidation involving solely the Network Business or the Equity Interests, (iii) purchase or sale of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at assets of the Facility Company and its Subsidiaries used exclusively in the Network Business (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course ordinary course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”business), or (iiiv) engage similar transaction or business combination involving solely the Network Business or the Equity Interests (each of the foregoing transactions described in clauses (i) through (iv), a “Business Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any negotiations concerningother manner any effort or attempt by any Person (other than Buyer and its affiliates) to do or seek to do any of the foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Business Transaction. Seller represents and warrants that Seller and its affiliates have each ceased all discussions with all Persons (other than Buyer) regarding all of the foregoing, and that neither Seller nor any Seller’s officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the foregoing, other than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the receipt of any proposal, offer, inquiry or contact with respect to a Business Transaction and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any confidential information such proposal, inquiry or data contact. For the avoidance of doubt, this Section 7.3 shall not apply to, or have limit in any substantive discussions withway, the submission, solicitation, initiation, encouragement or discussion of proposals or offers from any Person relating to a Proposal Person, or (iii) enter the entry into or consummate any agreement or understanding with acceptance of any Person offer relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromto, or the consummation of (i) the direct or indirect acquisition or purchase of all or any negotiations portion of the capital stock or discussions related to a Proposal are sought to be initiated or continued with, it equity interests of Parent or any of its Subsidiaries or assets of Parent or any of their respective Representativesits Subsidiaries, (ii) any merger, consolidation or other business combination relating to Parent or any of its Subsidiaries, or (iii) a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to Parent or any of its Subsidiaries; provided, that any Person involved in a transaction covered by this paragraph shall agree in writing to be bound by the terms of this Agreement in connection with such transaction.

Exclusivity. Seller In consideration of the time, effort and expenses to be undertaken by Pinnacle in connection with the pursuit of the transactions contemplated hereby, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, ACDL hereby agrees as follows: (a) Except that, from the date hereof through and including the earlier of the Closing Date or the date of the termination of this Agreement in accordance with its terms, ACDL shall not, and shall not authorize or permit any of its directors, officers, employees, consultants, agents, Affiliates or representatives to, directly or indirectly, solicit, initiate or take any action to facilitate, enter into any agreement, letter of intent, term sheet, arrangement or understanding or participate in discussions or negotiations with respect to (i) any investment in ACDL or its Subsidiaries, (ii) any financing arrangement with respect to ACDL and its Subsidiaries, (iii) the management of any proposed project of ACDL or its Subsidiaries other than the golf course and related residential units to be developed on the Ho Tram Project, (iv) any transaction in which any third party or group seeks to acquire beneficial ownership, or otherwise acquire, directly or indirectly, of any equity securities, or any material assets of ACDL or its Subsidiaries, (v) any tender offer or exchange offer (or other offer to purchase or acquire) that if consummated would result in any person beneficially owning any equity securities of ACDL or its Subsidiaries, (vi) any merger, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving ACDL or any of its Subsidiaries, in each case of the foregoing clauses (i) through (vi), other than the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will notSupplemental Loan Agreement and the Share Purchase and Option Agreement, and it will cause its Subsidiaries solely with the parties thereto and its only in respect of the subject matters covered thereby, or (vii) any of the matters addressed in the Transaction Agreements; provided, however, that ACDL may engage in negotiations or discussions regarding investments or financing arrangements by the Harbinger Lending Parties and their respective Representatives not toAffiliates, lenders under the BIDV Credit Agreement (but only with respect to lending thereunder), and any prospective lenders but only with respect to (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair increases in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or term loan under the BIDV Credit Agreement and (ii) engage provision of the BIDV Working Capital Facility. ACDL shall advise Pinnacle orally and in writing, promptly (but in no event later than 24 hours) after receipt thereof, of (A) any negotiations concerningproposal for a transaction described in this Section 3.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent or provide any confidential information or data to, or have any substantive discussions with, any other advisor of ACDL and (B) the material terms of such proposal (including the identity of the Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalmaking such proposal). (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by as otherwise provided in this Asset Purchase Agreement, until the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, earlier to occur of (i) initiateClosing, solicitor (ii) the date of termination of this Agreement pursuant to Section 8.01 below, facilitate, seek, knowingly encourage or induceno Seller will, directly or indirectly, any inquiries discuss, negotiate with respect to or the making or implementation of solicit any proposal to sell, assign, convey, dispose of, exchange or offer (including, without limitation, otherwise transfer any proposal or offer to of its stockholders Shares or any rights or interest therein (including by way of themissuing any securities convertible or exercisable into or exchangeable for, or any options, warrants or other rights to acquire such Share or any interests therein or entering into any derivative, swap or similar contract or instrument with respect thereto or entering into any borrowing arrangement secured by any such Shares) from to any Person other than Buyer with respect or any of its Affiliates, in each case whether voluntary, involuntary or by operation of law, or agree or commit to the sale or disposition of (x) all or substantially all do any of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalforegoing. (b) Except If this Agreement is terminated pursuant to Section 8.01(b) solely as a result of the non-satisfaction of the condition set forth at Section 7.01(b), each Seller shall not, and shall cause each Seller that is a Subsidiary of the Company not to, directly or indirectly, sell, assign, convey, dispose of, exchange or otherwise transfer any of its Shares or any rights or interest therein (including by way of issuing any securities convertible or exercisable into or exchangeable for, or any options, warrants or other rights to acquire such Share or any interests therein or entering into any derivative, swap or similar contract or instrument with respect thereto or entering into any borrowing arrangement secured by any such Shares) to a Restricted Buyer or any of its Affiliates, in each case, whether voluntary, involuntary or by operation of law, or agree or commit to do any of the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, foregoing (any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalof the aforementioned actions being a “Prohibited Transfer”) during the period of six months following such termination. (c) If this Agreement is terminated pursuant to Section 8.01(b) solely as a result of (a) the material breach by any Seller of its obligations under Section 2.02 or (b) non-satisfaction of Sections 7.01(d), (e), or (g) of this Agreement, each Seller shall promptly notify Buyer if any inquiriesnot, proposals and shall cause each Seller that is a Subsidiary of the Company not to, directly or offers related indirectly, effect a Prohibited Transfer in each case, to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Restricted Buyer or any of its Subsidiaries Affiliates, during the period of 15 months following such termination. (d) For the avoidance of doubt, subject solely and strictly to the terms thereof, except as set forth in Sections 5.05(a), (b) or (c) above, nothing in this Agreement shall in any way limit, prevent or restrict any Seller from selling, transferring, disposing of or dealing in its Shares (in whole or part) or any interest therein (including creating any Encumbrance over Shares) at any time following termination of their respective Representativesthis Agreement. (e) For the avoidance of doubt, Buyer covenants and undertakes to Sellers not to bring or assert any claim under Sections 5.05(a), (b) or (c) above where Closing did not occur due to the non-satisfaction of Section 7.01(f) of this Agreement.

Exclusivity. Seller agrees as follows: (a) Except Until the earlier of the Closing and such time as this Agreement is terminated in accordance with respect to Article IX, except for the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will Sellers and the Company shall not, and it will shall cause its the Company Subsidiaries not to, and its and shall instruct their respective Representatives not toto (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, solicitsolicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, facilitateor could reasonably be expected to lead to, seekany 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 encourage facilitate any effort or induceattempt 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, any inquiries in one or the making or implementation a series of related transactions, of shares of any proposal class of equity securities of the Company or offer those of any Company Subsidiary, or any assets (including, without limitation, equity securities of any proposal or offer to its stockholders subsidiaries) of the Company or any of them) from any Person Company Subsidiary, in each case other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposaltransactions contemplated by this Agreement. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: From and after the Execution Date through and including the earlier to occur of (a) Except a termination of this Agreement and (b) the Effective Time, Seller shall (a) terminate all discussions and negotiations with respect to others regarding a sale or other transaction involving any of the transactions contemplated by this Asset Purchase AgreementTransferred Assets, the equity interests (whether newly issued or currently outstanding) of Seller agrees that it will or CITERCO, any merger, business combination or recapitalization involving Seller or CITERCO, the liquidation, dissolution or reorganization of Seller or CITERCO, or any similar transaction (each, a “Possible Alternative”); and (b) Seller shall not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, nor shall it authorize any inquiries of its Affiliates, officers, directors or employees, or any investment banker, financial advisor, attorney, accountant or other representative retained by it, and shall advise each of such persons not, (i) to solicit, initiate, encourage (including by way of furnishing information or assistance), conduct discussions regarding or engage in negotiations regarding or take any other action to facilitate, the making or implementation of any proposal which constitutes or offer (including, without limitation, any proposal or offer may reasonably be expected to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant lead to a mergerPossible Alternative, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in to enter into an agreement (including any negotiations concerningconfidentiality agreement, letter of intent or provide similar document) with any confidential information person, other than Buyer, providing for or data to, or have any substantive discussions with, any Person relating to a Proposal Possible Alternative or (iii) enter into to make or consummate authorize any agreement statement, recommendation or understanding with solicitation in support of any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinPossible Alternative by any Person, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, other than by Buyer. If any existing activities, including discussions such inquiries or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Seller or any of its Subsidiaries or representatives, then Seller shall promptly notify Buyer of the nature and terms of any of their respective Representativesthe foregoing and the identity of the parties involved.

Exclusivity. The Company and each Seller agrees as follows: (a) Except will immediately cease any existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any Acquisition Proposal (as defined below). Until the transactions contemplated by earlier of the termination of this Asset Purchase AgreementAgreement pursuant to Section 6.01 or the Effective Time, the Company and each Seller agrees that it will not, and nor will it will cause permit its Subsidiaries and its and their respective Representatives not toofficers, (i) initiatedirectors, solicitSubsidiaries, facilitate, seek, knowingly encourage representatives or induceagents, directly or indirectly, to do any inquiries of the following: (i) solicit, initiate, continue or the making encourage any inquiries, continue or implementation of encourage any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including, without limitation, any proposal by way of a tender offer) or offer to its stockholders similar transactions involving the Company or any of them) from any Person its Subsidiaries, other than Buyer with respect to the sale or disposition of transactions contemplated by this Agreement (x) all or substantially all any of the Facility foregoing inquiries or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer proposals being hereinafter referred to in this Agreement as a “Proposal”an AAcquisition Proposal@), or (ii) solicit, initiate, continue or engage in any negotiations or discussions concerning, or provide any confidential non-public information or data to any person or entity relating to, or have any substantive discussions withAcquisition Proposal, any Person relating to a Proposal or (iii) enter into agree, approve or consummate recommend any agreement Acquisition Proposal. The Company and each Seller shall notify Buyer immediately (and in no event later than 24 hours) after receipt by the Company or understanding with any Person relating to a Proposal. Seller of any Acquisition Proposal (b) Except with respect including the renewal of any Acquisition Proposal made prior to the transaction contemplated hereindate hereof) or any request for non-public information in connection with such an Acquisition Proposal or for access to the properties, books or records of the Company by any person or entity that informs the Company or any Seller shall immediately cease and terminate, and that it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromconsidering making, or any negotiations or discussions related to a Proposal are sought to be initiated or continued withhas made, it or any of its Subsidiaries or any of their respective Representativessuch an Acquisition Proposal. SECTION 5.8. Brokers and Finders tc \l2 "SECTION 5.8.

Exclusivity. Seller agrees as follows: From the date of this Agreement until the earlier of (a) Except with respect the Final Closing Date and (b) termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase AgreementSection 7.1, the Seller agrees that it will shall not, and it will shall use Reasonable Efforts to cause its Subsidiaries Representatives and any other Person acting on its and their respective Representatives behalf not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries (a) solicit, initiate, encourage, enter into, conduct, engage in or the making or implementation of any proposal or offer (including, without limitationcontinue, any proposal discussions, negotiations, communications, Contracts or offer 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 its stockholders the properties, books or any records of them) from the Acquired Companies or relating to the Business or Acquired Assets to, any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets the Purchaser, its Affiliates and its Representatives), in good working condition each case, concerning a sale (or repair in possible sale) of the Ordinary Course Business or all or a substantial portion of Business) pursuant to 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, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment reorganization, recapitalization, consolidation, sale of assets (including all or similar transaction a material portion of the assets or any interest therein) or otherwise (any such proposal or offer being hereinafter referred to as a an “ProposalAlternative Transaction”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to the transaction contemplated hereinagree to accept, Seller shall immediately cease and terminateapprove, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateendorse or recommend) any Alternative Transaction, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if submit any inquiries, proposals or offers related Alternative Transaction to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any the vote of its Subsidiaries or any stockholders. The Seller shall, and shall cause each of the other members of the Seller Group to, and shall use Reasonable Efforts to cause each of their respective RepresentativesRepresentatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction.

Exclusivity. Recognizing that the Buyer's investigations of the Seller agrees as follows: (a) Except and its businesses, and the negotiation and drafting of this Agreement and the other agreements, documents and instruments to be executed by the Buyer in connection herewith have to date required and will continue to require the Buyer to expend significant time, effort and money, and to induce the Buyer to execute and deliver this Agreement and proceed with respect to the transactions contemplated by hereby, as long as this Asset Purchase AgreementAgreement is in effect and for a period of 30 days after its termination, the Seller agrees that it will and its subsidiaries shall not, and it will cause its Subsidiaries and its and not permit any of their respective Representatives not shareholders, officers, directors, agents or affiliates to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, initiate, solicit or encourage (including by way of providing any non-public information concerning the Alexandria Business to any person), any inquiries or the making or implementation of any proposal proposal, or offer have any negotiations or discussions, or enter into (includingor authorize) any agreement or agreement in principle, without limitation, or announce any proposal or offer intention to its stockholders or do any of them) from any Person other than Buyer the foregoing, with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisitionstock purchase, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of all or any significant portion of the Assets other than in the ordinary course of business of, or any significant equity interest in, the Alexandria Business other than as contemplated hereby (an "Acquisition Transaction"). Seller shall notify Buyer immediately if any such proposal inquiries or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to a Proposal are sought to be initiated or continued with, it with Seller or any of its Subsidiaries subsidiaries. Except to the extent that Seller or Xxxxxxxx is bound by an existing (on the date hereof) nondisclosure agreement prohibiting such disclosure, such notice shall include the identity of the party making, and the terms of (including delivery of copies thereof), any inquiry or proposal relating to an Acquisition Transaction. Seller will keep Buyer fully informed of their respective Representativesthe status of, and any modification to, any such inquiry or proposal. Seller will immediately cease any existing discussions or negotiations with any third party relating to an Acquisition Transaction.

Exclusivity. Seller agrees as follows: (a) Except with respect Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to the transactions contemplated by this Asset Purchase Agreementtake, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, whether directly or indirectly, any inquiries action to (i) solicit, knowingly assist or the making or implementation of any proposal or offer (includingknowingly encourage, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) initiate, knowingly facilitate or engage in any discussions or negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement with or understanding (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of 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). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating conducted prior to a Proposalthe date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) Except During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to the transaction contemplated hereina Business Combination, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, (ii) initiate any existing activities, including discussions or negotiations with any parties conducted heretofore Person with respect to a Business Combination, (iii) 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 agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person 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 other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror 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. (c) Seller Each Party shall notify the other Parties as promptly notify Buyer if as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers related to a Proposal are received byoffers, any confidential requests for information or data is requested fromrequests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any negotiations such inquiries, proposals, offers or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesrequests for information.

Exclusivity. Seller agrees as followsFrom the date of this Agreement until the end of the Interim Period: (a) Except with respect the Stockholder shall not (and shall use his Reasonable Best Efforts to cause the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives Company not to) directly or indirectly, through any officer, director, employee, representative, agent or otherwise, (i) initiate, solicit, facilitate, seek, knowingly encourage or induceotherwise facilitate any inquiry, directly proposal, offer or indirectly, discussion with any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility party (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of BusinessBuyer) pursuant to a concerning any merger, acquisitionreorganization, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment share exchange, sale of stock, sale of material assets or similar business transaction (involving the Company, any such proposal Subsidiary or offer being hereinafter referred to as a “Proposal”)any division of the Company, or (ii) engage in furnish any negotiations concerningnon-public information concerning the business, properties or provide any confidential information or data to, or have any substantive discussions withassets of the Company, any Person relating Subsidiary or any division of the Company to a Proposal any party (other than the Buyer) or (iii) enter into engage in discussions or consummate any agreement or understanding negotiations with any Person relating to a Proposalparty (other than the Buyer) concerning any such transaction. (b) Except the Stockholder shall (and shall use his Reasonable Best Efforts to cause the Company to) immediately notify any party with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including which discussions or negotiations with of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Stockholder receives any parties conducted heretofore with respect to any Proposalinquiry, proposal or offer of the nature described in paragraph (a) above, the Stockholder shall, within one business day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer. (c) Seller shall promptly notify Buyer if Except for participation in the Tender Offer, the Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (collectively, a “Transfer”) or enter into any inquiriescontract, proposals option or offers related other arrangement or understanding with respect to a Proposal are received byany Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any confidential information of the Shares, any additional shares of the Company’s common stock and options to purchase shares of the Company’s common stock acquired beneficially or data is requested fromof record by the Stockholder after the date hereof, or any negotiations or discussions related interest therein; provided, that the foregoing shall not restrict the Stockholder from making Transfers to a Proposal are sought effect estate planning and gifts so long as the transferee in such Transfer shall execute an agreement to be initiated bound by the terms of this Agreement and such Transfer shall not result in the incurrence of any lien upon any Shares. The Stockholder agrees, while this Agreement is in effect, to notify the Buyer promptly in writing of the number of any additional shares of the Company’s Common stock, any options to purchase shares of the Company’s common stock or continued withother securities of the Company acquired by the Stockholder, it or any of its Subsidiaries or any of their respective Representativesif any, after the date hereof.

Exclusivity. Seller agrees as follows: (a) Except with respect Prior to the transactions contemplated by this Asset Purchase AgreementClosing, the Seller agrees that it Company will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, through any inquiries officer, director, employee, agent, representative or the making otherwise: (i) participate in any negotiations or implementation solicit, initiate or encourage submission of any proposal inquiries, proposals or offer (includingoffers relating to an acquisition of, without limitation, any proposal investment in or offer to its stockholders or other transaction involving any of them) from the Common Stock or Common Stock Equivalents with any Person party other than Buyer with respect to the sale or disposition of Investor (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalSubject Matter”), or ; (ii) engage enter into any agreement or take any action that by its terms or effect could reasonably be expected to adversely affect the ability of the parties hereto to enter into or consummate the transactions contemplated in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal the Transaction Documents on the terms and conditions set forth therein; or (iii) enter into furnish or consummate authorize any agreement agent or understanding with representative to furnish any Person information concerning the Letter of Intent or the transactions contemplated in the Transaction Documents to any party. The Company will promptly notify Investor in writing of any unsolicited inquiry, proposal or other offer relating to a Proposalthe Subject Matter, including disclosing to Investor the identity of the other party or parties and the material terms of such unsolicited inquiry, proposal or offer, and will refrain from engaging in negotiations or providing any information with respect to such inquiry, proposal or offer. (b) Except The provisions of Section 5.18(a) shall not prohibit the Company from: (i) negotiating with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its lenders and their respective Representatives immediately to cease agents concerning the Credit Agreement or the New Credit Agreement and terminateany related consents or waivers; (ii) responding to, any existing activities, including discussions or negotiations negotiating and providing information in connection with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to from third parties concerning a Proposal are received bypossible sale or merger of the Company, any confidential information merger of equals, joint venture or data is requested fromsimilar transaction involving the Company that would not involve: (A) the issuance of securities by the Company, except in connection with a merger of equals, in such transaction, or any negotiations (B) in the case of a joint venture or discussions related similar transaction, a material contribution of cash by the other party, provided that the Company promptly notifies the Investor of such inquiry, proposal or offer, including disclosing to a Proposal are sought the Investor the identity of the other parties and the material terms of such unsolicited inquiry, proposal or offer; or (iii) issuing shares of Common Stock or options to be initiated purchase shares Common Stock pursuant to awards made under existing equity compensation plans in the ordinary course, the exercise of stock options issued under such plans or continued with, it the exercise of outstanding warrants or any of its Subsidiaries or any of other derivative securities pursuant to their respective Representativescurrent terms.

Exclusivity. The Seller agrees as follows: (a) Except with respect to and the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will Company shall not, and it will shall cause its the Seller’s Affiliates, the Company’s Subsidiaries and its and each of their respective officers, directors, employees and Representatives not toto not, directly or indirectly, (ia) initiate, solicit, facilitateencourage, seekengage in discussions, knowingly encourage negotiate with any Person (whether discussions or inducenegotiations are initiated by Seller, directly the Company or indirectly, otherwise) or take any action intended or designed to facilitate any inquiries or the making or implementation of any proposal or offer (includingother than with the Buyer) with respect to an acquisition, without limitationconsolidation or similar transaction, or any proposal purchase of all or offer to its stockholders any significant portion of the assets or capital stock of the Company or any of themits Subsidiaries, or any possible business combination therewith (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) from (any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a mergersuch combination, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “Acquisition Proposal”), or (iib) engage in any negotiations concerning, or provide any confidential information or data with respect to the Company or its Subsidiaries to, or have any substantive discussions withother than the Buyer, any Person relating to a Proposal or an Acquisition Proposal, (iiic) enter into an agreement, letter of intent or consummate any agreement or understanding other writing with any Person, other than the Buyer, providing for a possible Acquisition Proposal, or (d) make or authorize any statement, recommendation or solicitation to any Person relating (other than the Buyer and its Representatives and the Seller’s and the Company’s Representatives) in support of or in an effort to a facilitate or attempt to make or implement an Acquisition Proposal. (b) Except with respect to . The Seller and the transaction contemplated hereinCompany shall, Seller and shall cause each of its Affiliates and Subsidiaries and each of their respective Representatives to, immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties Person conducted heretofore with respect to any Proposal. of the foregoing, and shall take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.13. The Company shall notify the Buyer as promptly as practicable (cand in any event within two (2) Seller shall promptly notify Buyer if Business Days) of the receipt by the Seller, the Company, or any of their Representatives, of any inquiries, proposals or offers related to a Proposal are received byoffers, any confidential requests for information or data is requested from, requests for discussions or negotiations regarding any Acquisition Proposal or any inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could reasonably be expected to result in an Acquisition Proposal specifying the terms and conditions thereof and the identity of the party making such inquiry, proposal, offer or discussions related to a Proposal are sought to be initiated or continued withrequest for information. and shall, it or any within two (2) Business Days of its Subsidiaries receipt by the Seller, the Company, or any of their respective Representatives, furnish a copy of any communications embodying or relating to any such inquiries, proposals or offers, requests for information or requests for discussions or negotiations.

Exclusivity. Seller agrees as follows: (a) Except with respect Subject to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”Section 5.6(c), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, desist and it shall discontinue and cause its Subsidiaries to be terminated any and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties conducted heretofore activities with respect to any Proposal. of the following and shall not, directly or indirectly (cthrough any officer, director, former director, affiliate, employee, attorney, accountant, financial advisor, subsidiary, independent representative or independent agent or any other advisor or representative of Seller), solicit, initiate, encourage or take any action to facilitate (including by way of furnishing information or engaging in discussions or negotiations) Seller shall promptly notify Buyer if any inquiries, proposals or offers related that constitute, or could reasonably be expected to a Proposal are lead to or relate to an acquisition proposal by another party. (b) Seller shall notify Buyer promptly of any unsolicited inquiries or proposals received by, any confidential such information or data is requested from, or any such discussions or negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Seller or any of Seller’s representatives indicating, in connection with such notice, the name of such person, and the material terms and conditions of any inquiries, proposals or offers (a “Proposal”). Seller’s notice of a Proposal will be in writing and delivered to Buyer in accordance with Section 9.14 of this Agreement (a “Proposal Notice”). (c) For a period of not less than four business days after Seller’s receipt of each Proposal Notice, Seller shall, if requested by Buyer, negotiate in good faith with Buyer to amend this Agreement so that the subject Proposal would not, if consummated, result in a transaction that is more favorable to the Seller, from a financial point of view, than the transactions contemplated by this Agreement (a “Former Proposal”). Upon such amendment of this Agreement, the terms and conditions of this Section 5.6 shall again apply to any inquiry or proposal made by any Person who withdraws a Proposal or who made a Former Proposal (after withdrawal or after such time as their proposal is a Former Proposal). (d) In response to the receipt of a Proposal that has not been withdrawn after Seller’s compliance with Sections 5.6(b) and 5.6(c), the board of directors of Seller may terminate this Agreement if the board of directors of Seller has concluded in good faith, following consultation with its Subsidiaries or any outside legal counsel, that, in light of their respective Representativessuch Proposal, such action is necessary in order to comply with its fiduciary obligations under applicable law and Seller pays the termination fee set forth in Section 8.2.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notCompany nor the Stockholders and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, has provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return or destruction thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will use its best efforts to cause its Subsidiaries respective directors, officers, and its and their respective Representatives employees not to, and it shall direct its Affiliates and other agents and representatives (iincluding 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) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of thema Seller individually) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any a Contract, agreement or understanding with any Person relating to a Proposal. . If the Company or any Agent has provided any Person (bother than Purchaser’s or the Company’s Agents) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer Purchaser immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its the Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to the Knowledge of the 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 request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notPartnership nor Partner and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without 41 limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Partnership (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction acquisition of the Partnership Interests contemplated hereinhereby. If the Partnership or any Partner, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Partnership and the Partners shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: From the Signing Date until the earlier to occur of (a) Except with respect termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase Agreementterms and conditions hereof and (b) the Closing, the Seller agrees that it will notParent shall, and it will each of Seller and Seller Parent shall cause its Subsidiaries respective controlled Affiliates and its and their respective Representatives Representatives, not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly: (i) solicit, initiate, entertain, consider, encourage, respond to or accept the submission of any inquiries proposal, inquiry or offer from any third party relating to the acquisition (whether by merger, purchase of stock, purchase of assets or otherwise) of all or a significant portion of the Business or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility Acquired Assets (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair Inventory and Equipment in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) initiate, engage in or participate in any discussions or negotiations concerningregarding, furnish any information (including by providing access to the books, records, assets, business or provide personnel of any confidential information Seller or data the Acquired Entities) with respect to, assist or have participate in any substantive discussions with, effort or attempt by any Person relating third party to a Proposal do or (iii) enter into or consummate seek any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to of the transaction contemplated herein, foregoing. Each Seller shall immediately cease and terminateSeller Parent shall, and it shall cause its Subsidiaries respective controlled Affiliates and its and their respective Representatives to, immediately to cease and terminate, suspend any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to the sale of the Business with any Proposal. (c) Seller shall promptly notify third party other than Buyer if any inquiries, proposals or offers related and to a Proposal are received by, any request that all confidential information previously furnished to any such Person in connection therewith be returned or data is requested fromdestroyed promptly. For the avoidance of doubt, no action taken by any Seller or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Seller Parent or any of their respective RepresentativesAffiliates or Representatives in furtherance of the transactions contemplated by this Agreement or relating to a transaction involving all or substantially all of Seller Parent shall be a breach of this Section 5.23; provided, nothing set forth in this Section 5.23 shall relieve any Seller, Seller Parent or any of their respective successors or assigns of any of their obligations under this Agreement.

Exclusivity. Seller agrees as follows: (ai) Except with respect From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase Agreementits terms, the Seller agrees that it will Acquired Companies and the Significant Shareholders shall not, and it will shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly: (iA) knowingly initiate, solicit, facilitateencourage, seek, knowingly encourage facilitate (including by way of furnishing information or induce, directly assistance) or indirectly, otherwise entertain or consider any inquiries or expressions of interest or the making or implementation of any proposal or offer that constitutes, or could reasonably be expected to lead to, (including, without limitation, any 1) a proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisitionreorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase directly or indirectly (including by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable) of any such substantial part of the assets of or equity interests (in economic or voting power) in Cargo or its Subsidiaries, in each case, other than a proposal or offer made by ABX or an Affiliate thereof, or (2) a breach of this Agreement or any interference with the completion of the transactions contemplated by this Agreement (any of the foregoing inquiries, expressions of interest, proposals or offers being hereinafter referred to as a an “Acquisition Proposal”); (B) have any discussions with or provide any nonpublic information or data to any Person relating to an Acquisition Proposal, or (ii) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide knowingly facilitate any confidential information effort or data toattempt to make or implement an Acquisition Proposal; (C) approve or recommend, or have any substantive discussions withpropose publicly to approve or recommend, any Person relating Acquisition Proposal; (D) approve or recommend, or propose to a Proposal approve or (iii) recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, stock purchase, asset purchase or consummate any share exchange agreement, option agreement or understanding with other similar agreement; or (E) agree to do any Person relating of the foregoing related to a any Acquisition Proposal. (bii) Except with respect to the transaction contemplated herein, Seller shall Cargo and each Significant Shareholder will immediately cease and terminatecease, and it shall will cause its Subsidiaries and its each of their Affiliates and their respective Representatives to immediately to cease and terminatecease, any and all existing activities, including discussions or negotiations with any third parties conducted heretofore with respect to any Proposal. Acquisition Proposal (c) Seller other than those with ABX contemplated by this Agreement), and shall promptly notify Buyer if use its commercially reasonable efforts to cause any inquiriessuch third parties in possession of nonpublic information about any Acquired Company that was furnished by or on its behalf in connection with any of the foregoing to return or destroy all such information in the possession of any such third party or in the possession of any Representative of any such third party, proposals or offers related to a Proposal are received by, and it will not release any confidential information or data is requested third party from, or waive any negotiations provisions of, any confidentiality or discussions related standstill agreement to a Proposal are sought to be initiated or continued with, which it or any of its Subsidiaries or Affiliates is a party with respect to any of their respective RepresentativesAcquisition Proposal.

Exclusivity. Seller agrees as follows: (a) Except During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to, and in accordance with, Section 9.1, except for with respect to the transactions contemplated by this Asset Purchase AgreementBuyer or its Affiliates and Representatives, neither the Seller agrees that it will not, and it will cause or its Subsidiaries and its and Affiliates or their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induceshall, directly or indirectly; (a) solicit, initiate, encourage, assist in, or take any action to facilitate or encourage the submission of any indication of interest, inquiry, proposal, offer or request for information from any Person that may constitute, or could reasonably be expected to lead to, any inquiries Business Combination, (b) pursue or enter into or participate in any discussions, negotiations or other communications with any Person regarding any Business Combination, (c) furnish any information or data to any Person for the purpose of assisting with or facilitating any Business Combination, (d) otherwise assist or facilitate the making of, or implementation of cooperate in any way regarding, any proposal or offer by any Person, (e) approve or accept any indication of interest, inquiry, proposal or offer from any Person, or (f) enter into any Business Combination or any agreement, arrangement or understanding, including, without limitation, any proposal letter of intent, term sheet or offer other similar document, relating to any Business Combination. To the extent the Seller, its stockholders Affiliates or any of them) from their Representatives, directly or indirectly, receives any Person other than Buyer with respect oral or written indication of interest, inquiry, proposal, offer or request for information relating to or in connection with, any Business Combination (the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Alternative Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify the Buyer in writing of the existence of such contact or communication, communicate to the Buyer in reasonable detail the terms of any such Alternative Proposal, and thereafter keep the Buyer reasonably informed on a current basis of any modification with respect thereto and shall not take any steps to pursue or encourage any such Alternative Proposal; provided, that if any inquiries, proposals or offers related to a terms of the Alternative Proposal are received bysubject to confidentiality obligations, any confidential information or data is requested fromprior to receipt of the Alternative Proposal, or any negotiations or discussions related the Seller shall advise the Buyer as to a which terms of the Alternative Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesconfidential and the Buyer shall treat such terms as confidential.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the Closing or, if earlier, the Seller agrees that it will nottermination of this Agreement in accordance with ARTICLE VIII, the Sellers shall not (whether directly or indirectly through Representatives) and it will shall cause the Company and its Subsidiaries and its and their respective Representatives not to, directly or indirectly, (ix) initiate, solicit, facilitate, seekinitiate, knowingly encourage or induce, directly or indirectly, knowingly facilitate (including by way of furnishing information) any inquiries or the making or implementation submission of any proposal that constitutes, or offer (includingmay reasonably be expected to lead to, without limitationan Acquisition Proposal, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets participate or engage in good working condition discussions or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)negotiations with, or (ii) engage in disclose any negotiations concerning, or provide any confidential non-public information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of their respective Representativesits Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (z) accept an Acquisition Proposal or enter into any Contract or agreement in principle providing for or relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. (b) For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal regarding a merger, consolidation, share exchange, recapitalization, reclassification, liquidation or other business combination involving the Company or any of its Material Subsidiaries (as defined herein) or the acquisition or purchase of thirty percent (30%) or more of any class of equity securities of the Company or any of its Material Subsidiaries, or any tender offer (including self-tenders) or exchange offer or stock purchase (including any repurchase by the Company) that if consummated would result in any Person (other than the Sellers) beneficially owning thirty percent (30%) or more of any class of equity securities of the Company or any of its Material Subsidiaries, or a substantial portion of the assets or properties

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions as specifically contemplated by this Asset Purchase AgreementSection 5.14, the Seller BE&K agrees that neither it will notnor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it will shall cause its Subsidiaries and such Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its and their respective Representatives Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, facilitate, seek, solicit or knowingly encourage or induceknowingly facilitate any inquiry, proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization or similar transaction involving BE&K or any of its Subsidiaries, or any sale of 20% or more of the assets (including stock of any of its Subsidiaries) of BE&K and any of its Subsidiaries, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning, directly or indirectly, any inquiries securities representing 20% or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all more of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course voting equity securities of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it BE&K or any of its Subsidiaries (any such inquiry, proposal, offer or transaction, an “Acquisition Proposal”), (ii) have any discussion with or provide or cause to be provided any non-public information to any Person relating to an Acquisition Proposal, or engage or participate in any negotiations concerning an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, or execute or enter into, any letter of intent, option agreement, agreement in principle, merger agreement, acquisition agreement or other similar agreement or agree to do any of the foregoing related to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of this Section 5.3 by any Subsidiary of BE&K or representatives of BE&K or any of their respective Representatives.its Subsidiaries shall be deemed to be a breach of this Section 5.3 by BE&K. (b) Notwithstanding anything in this Agreement to the contrary, prior to obtaining the BE&K Stockholder Approval, BE&K or its board of directors may (i) engage or participate in negotiations or discussions with, or provide or cause to be provided any information to, any Person in response to an unsolicited Acquisition Proposal that did not result from a breach of paragraph (a) above if (A) BE&K’s board of directors concludes in good faith, after consultation with its outside counsel and financial advisors, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and (B) prior to providing any non-public information to any Person in connection with an Acquisition Proposal by any such Person, BE&K receives from such Person an executed confidentiality agreement having provisions that are no less restrictive than those of the Confidentiality Agreement (it being understood that BE&K may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to BE&K if

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will notno Company, no Stockholder and none of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, any Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition 45 Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If any Company or Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except with respect From the date of the execution of this Agreement and until the earlier of the Closing and the termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase AgreementSection 10.13, the Seller agrees that it will Warrantors shall not, and it will cause its Subsidiaries and its and they shall not permit any of their respective Representatives not representatives to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, initiate, solicit, encourage, respond to, or take any inquiries other action to facilitate or participate in any negotiations, overtures, or discussions concerning any offer or proposal or enter into any agreement with respect to, any purchase, sale or transfer (whether in the making form of merger, consolidation or implementation otherwise) of any proposal Equity Securities in any Group Company, or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or assets of any Group Company (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalNew Financing”), or transaction similar to the transactions contemplated herein with any party other than the Series D Investors without the affirmative prior written approval of the Series D Investors, except for the purchase and sale of up to 22,666,666 Class B Ordinary Shares to be issued to the Series D Investors and other new investors (iithe “Co-Investors”) engage set forth in any negotiations concerningSchedule A-2 attached hereto, provided that, such issuance shall be based on a purchase price per share that is the same with the Purchase Price per share for the transactions contemplated herein (as adjusted in connection with share splits or provide any confidential information share consolidation, reclassification or data toother similar event) and other same terms and conditions for such transactions contemplated herein (the “Exempted Transactions”). The Warrantors represent, jointly and severally, that none of them is a signatory to or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate bound by any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals transactions or offers combinations as described in the preceding sentence other than the Exempted Transaction or as contemplated by this Agreement. Except for those related to the Exempted Transaction, the Company shall notify each Series D Investor of such offer or proposal received by the Warrantors after the execution of this Agreement, and shall provide to each Series D Investor (unless prohibited under applicable law or the terms of a Proposal are binding non-disclosure agreement) copies of any written materials received by, any confidential information in connection with such offer or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesproposal.

Exclusivity. Seller agrees as follows: (a) Except Until the Closing occurs or this Agreement is terminated in accordance with respect to its terms, and except in connection with the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, Sxxxxx Merger Agreement and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction Transactions contemplated hereinhereby, Seller shall immediately cease will not (and terminate, and it Seller shall cause its Subsidiaries and its controlled Affiliates and their respective Representatives immediately to cease not), solicit, initiate, negotiate, agree to, engage in or renew any contact concerning any proposal or offer, or any contact that would reasonably be expected to result in a proposal or offer, from any Person (other than the Acquirors and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect their respective Affiliates) relating to any Proposal. of the following involving the Acquired Companies: (a) a liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) Seller shall promptly notify Buyer if an acquisition or purchase of any inquiries, proposals of the material assets (or offers related to a Proposal are received by, any confidential information or data is requested frommaterial portion of its assets) of, or any negotiations equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or discussions related to a Proposal are sought to be initiated business combination outside the ordinary course of business, or continued with(e) any financing, it investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions contemplated by this Agreement or the Sxxxxx Merger Agreement (each, an “Acquisition Proposal”). Seller represents and warrants that all discussions and negotiations relating to any Acquisition Proposal (other than the transactions with the Acquirors contemplated by this Agreement) have been terminated. In the event Seller or the Target receives any unsolicited Acquisition Proposal, Seller shall promptly, and in any event, within forty-eight (48) hours, provide written notice and a copy of its Subsidiaries or any of their respective Representativessuch Acquisition Proposal to the Acquirors.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the ----------- transactions contemplated by this Asset Purchase Agreementhereby, none of the Company, the Seller agrees that it will notPrincipal Shareholders or their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If the Company or any Principal Shareholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than the Parent) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Principal Shareholders shall notify Buyer the Parent immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries or this Section 7.3. The covenant contained in this Section 7.3 shall not survive any termination of their respective Representativesthis Agreement pursuant to Article 11.

Exclusivity. Seller agrees as follows: (a) Except has, and has caused the Company to, terminate all existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any Acquisition Proposal. Neither Seller nor the transactions contemplated Company will, directly or indirectly, through any officer, director, employee, representative or agent or any of its Affiliates: (i) solicit, initiate, continue or encourage any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock or similar transaction involving the Company, other than the Transaction (any of the foregoing inquiries or proposals being referred to as an "ACQUISITION PROPOSAL"); (ii) solicit, initiate, continue or engage in any negotiations or discussions concerning, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal. Seller will notify Buyer immediately after receipt by this Asset Purchase AgreementSeller or the Company of any bona fide Acquisition Proposal or any request for non-public information in connection with a bona fide Acquisition Proposal or for access to the properties, Books and Records of the Company by any Person that informs Seller or the Company that it is considering making, or has made, an Acquisition Proposal. Seller agrees that it will not, and it will not cause its Subsidiaries and its and their respective Representatives not or permit the Company to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, release any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested third party from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement relating to a Proposal are sought the Company to be initiated or continued with, it or which any of its Subsidiaries or any of their respective Representativesthem is a party.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementPre-Closing Period, none of the Seller agrees that it will notand the Company, will, and it each will cause its Subsidiaries Affiliates, directors, officers, employees, investment bankers and its and their respective other Representatives not to, (i) directly or indirectly, initiate, solicit, facilitate, seekor encourage discussions, knowingly encourage proposals, inquiries or induceoffers (including by disclosing or making available any non-public information or data relating to any of the Acquired Companies in connection with or facilitation of any discussions, proposals, inquiries or offers), or negotiate or discuss any proposal with any person or entity other than Buyer and its Representatives, relating to or concerning any transaction similar to, or having the same effect as, the transactions contemplated by this Agreement or any transaction that would constitute an Acquisition Proposal (including the transfer of any Equity Securities of any Acquired Company). The Seller and the Company shall, if any of them or any of their Affiliates receives an inquiry, proposal, or offer relating to any Acquisition Proposal during the Pre-Closing Period, promptly notify Buyer in writing thereof, including the material terms of such Acquisition Proposal (to the extent not specifically prohibited by an applicable written agreement in effect on the Signing Date). During the Pre-Closing Period, none of the Sponsor and Buyer, will, and each will cause its Affiliates, directors, officers, employees, investment bankers and other Representatives not to, directly or indirectly, any initiate, solicit, facilitate, or encourage discussions, proposals, inquiries or the making offers, or implementation of negotiate or discuss any proposal with any person or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person entity other than Buyer with respect Seller and its Representatives, relating to or concerning any transaction for the sale or disposition acquisition of (x) all or substantially all of the Facility Equity Securities or (y) assets of any material Purchased Assts located at the Facility (third party other than replacement at the Acquired Companies. Further, without the Seller’s discretion prior written consent, during the Pre-Closing Period, Buyer will not issue any shares of stock or warrants or other Equity Interests of Buyer except in connection with substantially equivalent assets in good working condition or repair in the Ordinary Course PIPE Investment, the exercise of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction currently issued Buyer Warrants (any such proposal or offer being hereinafter referred to as a “Proposal”which may not be amended without Seller’s consent), or (ii) engage in any negotiations concerningand the Convertible Bonds, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding purchase currently outstanding Equity Securities from current stockholders of Buyer other than in accordance with any Person relating to a Proposalthe Buyer Share Redemption. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect During the Interim Period, BCG shall not take, nor shall it permit any of its Affiliates or Representatives to the transactions contemplated by this Asset Purchase Agreementtake, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at SellerAvalon and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of BCG’s discretion with substantially equivalent equity securities or the issuance and sale of any securities of, or membership interests in, BCG or its Subsidiaries (other than any purchases of equity securities by BCG from employees of BCG or its Subsidiaries) or any merger or sale of substantial assets in good working condition involving BCG or repair its Subsidiaries, other than immaterial assets or assets sold in the Ordinary Course ordinary course of Business) pursuant to a mergerbusiness or transactions permitted by Section 7.01 (each such acquisition transaction, acquisitionbut excluding the Transactions, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “ProposalAcquisition Transaction”). BCG shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or (ii) engage in negotiations with any negotiations concerning, or provide any confidential information or data Person conducted prior to the Execution Date with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalan Acquisition Transaction. (b) Except During the Interim Period, Avalon shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than BCG, its stockholders and/or any of their Affiliates or Representatives), concerning, relating to the transaction contemplated hereinor which is intended or is reasonably likely to give rise to or result in, Seller shall immediately cease any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with BCG, its stockholders and terminatetheir respective Affiliates and Representatives. Avalon shall, and it shall cause its Subsidiaries Affiliates and its Representatives to, immediately cease any and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore prior to the Execution Date with respect to, or which is reasonably likely to any give rise to or result in, a Business Combination Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries and its the Companies and their respective Representatives managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by Seller or either Company or any of their Agents and any individual member or employee of the foregoing) (each, an “Agent”) not to, : (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, Seller or either Company or any of their respective Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into a contract, arrangement or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer promptly if any substantive inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or Seller, either Company, any of its their respective Subsidiaries or any of their respective RepresentativesAgents. Notwithstanding the foregoing, Seller, the Companies and each of their Agents may take such actions as any of them reasonably deem appropriate in connection with the rights of CES under the Development Agreement in connection with the transactions contemplated by this Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect The Company agrees that from the date hereof of until 11:59 p.m. Pacific time on November 15, 2011 (as extended pursuant to the transactions contemplated by this Asset Purchase AgreementSection 2(a), the Seller agrees that it will “Expiry Date”), the Company shall not, and it will cause shall direct its Subsidiaries directors, officers, agents, employees and its and their respective Representatives affiliates (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person person other than Buyer AOS and its respective affiliates with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material individual item that constitutes a portion of the Purchased Assts located at the Facility Assets and has a value in excess of $100,000 (other than disposition in accordance with Section 11(e) or replacement in accordance with Section 11(f)) at Sellerthe Company’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course ordinary course of Businessoperations) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Company Transaction”), or ; (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person other than AOS and its respective affiliates relating to a Proposal or Competing Company Transaction; or (iii) enter into or consummate any agreement or understanding with any Person person relating to a ProposalCompeting Company Transaction; provided that if AOS exercises the Option in accordance with the terms of this Agreement during the Option Period, the Expiry Date shall be the earliest of (i) the date that the Asset Purchase Agreement is fully executed and becomes effective, and (ii) twenty (20) business days after the expiration of the Option Period. (b) Except with respect to the transaction contemplated herein, Seller The Company shall immediately cease and terminate, and it shall cause its Subsidiaries subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties other than AOS and its respective affiliates conducted heretofore with respect to any Competing Company Transaction. The Company represents and warrants that AOS will not incur any liability to any third party by virtue of the execution of this Agreement or the termination of such activities, discussions and negotiations, and shall indemnify AOS in connection with the defense of any such claim. (c) The Company shall promptly notify AOS if any inquiries, proposals or offers related to a Competing Company Transaction are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Competing Company Transaction are sought to be initiated or continued with, it or any of its subsidiaries or any of their respective Representatives. (d) AOS agrees that from the date hereof of until the Expiry Date, AOS shall not, and shall direct their respective Representatives not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, make or implement, directly or indirectly, any proposal or offer concerning or related to the acquisition of any wafer fabrication facility other than the Facility (any such proposal or offer being hereinafter referred to as a “Competing AOS Transaction”), whether by merger, acquisition, consolidation, purchase of assets, exclusive license, joint venture formation, equity investment, business combination or otherwise; (ii) engage in any negotiations concerning, or have any substantive discussions with, any person relating to a Competing AOS Transaction; or (iii) enter into or consummate any agreement or understanding with any person relating to a Competing AOS Transaction. (e) AOS shall immediately cease and terminate, and it shall cause its subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any ProposalCompeting AOS Transaction. AOS represents and warrants that the Company will not incur any liability to any third party by virtue of the execution of this Agreement or the termination of such activities, discussions and negotiations, and shall indemnify the Company in connection with the defense of any such claim. (cf) Seller AOS shall promptly notify Buyer the Company if any inquiries, proposals or offers related to to, or which reasonably could lead to, a Proposal Competing AOS Transaction are received by, any confidential information or data is requested fromprovided to, or any negotiations or discussions related to a Proposal Competing AOS Transaction are sought to be initiated or continued with, it or any of its Subsidiaries subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect Until the earlier of December 31, 2006 or the date on which this Agreement is validly terminated pursuant to the transactions contemplated by this Asset Purchase Agreementprovisions of Section 10, the Seller agrees that it none of Sellers will not, (and it Sellers will not cause its Subsidiaries and its and their respective Representatives not or permit Target to, ) (i) initiateenter into any agreement, solicit, facilitate, seek, knowingly encourage understanding or induce, directly or indirectly, arrangement relating to any inquiries or the making or implementation of any proposal or offer Acquisition Proposal (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”defined below), or ; (ii) engage in any discussions or negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a any Acquisition Proposal or (except to communicate the existence of these provisions); (iii) enter into provide any Confidential Information regarding Target or consummate any agreement its business or understanding with operations to any Person relating in connection with discussions or due diligence regarding an Acquisition Proposal; (iv) solicit or knowingly encourage the submission of any Acquisition Proposal; (v) permit any representative of Target or Sellers to a Proposaldo any of the foregoing; or (vi) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in any effort or attempt by any Person to do or seek any of the foregoing (except to communicate the existence of these provisions). None of Sellers will vote their Membership Interests in favor of any such acquisition. (b) Except with respect Each Seller agrees on behalf of itself and Target to notify Buyer in writing promptly upon the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any receipt of an Acquisition Proposal. (c) Seller shall promptly notify Buyer if The term “Acquisition Proposal” refers to any inquiriesproposal, proposals plan, agreement, understanding or offers related to a Proposal are received byarrangement contemplating (i) any merger, consolidation, reorganization, recapitalization or similar transaction involving Target (other than the transactions contemplated herein), (ii) any confidential information acquisition of securities of Target (whether or data is requested fromnot outstanding), (iii) any transfer of any material asset of Target, or (iv) any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any transaction that would prohibit the consummation of its Subsidiaries or any of their respective Representativesthe transactions contemplated by this Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it will Company or Company Shareholders shall not, and it will shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, facilitate, seek, knowingly solicit or encourage (including by way of providing confidential or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (ynon-public information) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition inquiries, proposals or repair in the Ordinary Course of Business) pursuant offers that constitute or would lead to a any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment business combination or other similar transaction involving the Company that precludes or is mutually exclusive with the Acquisition (any such proposal or offer being hereinafter referred to as a an “Alternative Transaction Proposal”), or (ii) engage or participate in any discussions, negotiations concerningor transactions with any third party regarding any Alternative Transaction Proposal or that would lead to any such Alternative Transaction Proposal, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) reflecting any Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Ancillary Documents and the consummation of the Acquisition shall not be deemed a violation of this Section 8.05(a). The Company agrees to promptly notify ListCo if the Company or any of its Representatives receives any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to ListCo in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives to, cease any and all existing negotiations or discussions with any Person relating to a person or group of persons (other than ListCo and its Representatives) regarding an Alternative Transaction Proposal. (b) Except with respect to During the transaction contemplated hereinInterim Period, Seller ListCo shall immediately cease and terminatenot, and it shall cause its Representatives and Subsidiaries not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or would lead to any merger, business combination or other similar transaction involving any ListCo Group Company that precludes the consummation of the Acquisition (an “Alternative ListCo Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative ListCo Transaction Proposal or that would lead to any such Alternative ListCo Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative ListCo Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Ancillary Documents and the consummation of the Acquisition shall not be deemed a violation of this Section 8.05(b). ListCo agrees to promptly notify the Company if ListCo or any of its Representatives, or Subsidiaries receives any offer or communication in respect of an Alternative ListCo Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and ListCo shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than the Company and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Representatives) regarding an Alternative ListCo Transaction Proposal. (c) Seller Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall promptly notify Buyer if any inquiries, proposals require the Company or offers related to a Proposal are received by, any confidential information the ListCo or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesboards of directors, acting in their capacity as such, to take any action or refrain from taking any action to the extent the ListCo or the Company and/or their respective boards of directors determine, after consulting with counsel, that taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives 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, : (ia) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any agreement or understanding a Contract with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated hereinCompany, Seller shall immediately cease and terminate, and it shall cause any of its Subsidiaries and or any Agent has provided any Person (other than Parent or the Company’s or its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations Subsidiaries’ Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer Parent immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the receipt of such inquiry or Proposal.

Exclusivity. Seller agrees as follows: Between the Agreement Date and 11:59 p.m., Pacific time on May 12, 2010 (a) Except the “Exclusive Period”), the Company will not, and will not authorize or direct or knowingly permit any of its or its subsidiaries’, officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, in each case that are aware of the discussions between SAP and the Company with respect to the transactions contemplated by this Asset Purchase AgreementTransaction (collectively, the Seller agrees that it will notCompany’s “Representatives”), and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making making, submission or implementation announcement of any proposal Alternative Proposal (as defined below), (ii) disclose to any person any nonpublic information relating to the Company and/or any of its subsidiaries in connection with, or offer (includingenter into, without limitationparticipate in, maintain or continue any communications or negotiations regarding, any proposal Alternative Proposal (as defined below), (iii) agree to, accept, recommend or offer endorse (or publicly propose or announce any intention or desire to its stockholders agree to, accept, recommend or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (yendorse) any material Purchased Assts located at the Facility Alternative Proposal (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”defined below), or (ii) 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 or (iiiiv) enter into any letter of intent, contract or consummate any other agreement or understanding with any Person relating to any Alternative Proposal (as defined below). For purposes of this agreement, the term “Alternative Proposal” means any expression of interest in, or agreement, offer or proposal for, any acquisition of 10% or more of the outstanding voting securities of the Company or 10% or more of the Company’s assets, whether by way of a Proposal. (b) Except with respect to the transaction contemplated hereinmerger, Seller shall consolidation, asset sale, stock purchase, tender offer or other business combination, or any similarly material, non-ordinary course development, license or joint venture transaction, other than any offer, proposal or indication of interest made by or on behalf of SAP. The Company will immediately cease and terminate, cause to be terminated (and it shall cause its Subsidiaries during the Exclusive Period will not resume or otherwise continue) any and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or and negotiations with any parties persons conducted heretofore with respect to any Alternative Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from. In the event that the Company receives an Alternative Proposal, or a request for nonpublic information relating to the Company in connection with an Alternative Proposal, from any negotiations or discussions related to a Proposal are sought to be initiated or continued withperson during the Exclusive Period, it or any the Company will provide SAP with notice of its Subsidiaries or any of their respective Representativessuch event within 24 hours after such receipt by the Company.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries Affiliates, the Acquired Companies and each of 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) not to, : (ia) initiate, solicit, facilitate, seek, knowingly encourage encourage, facilitate or inducecontinue, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the Assets of or the purchase or issuance of any Interest in, the Acquired Companies (any such inquiry, proposal or offer being hereinafter referred to as a “Proposal”), or (iib) engage in any negotiations concerning, or knowingly provide any confidential information Confidential Information or data to, or have any substantive discussions with, any Person person relating to a Proposal possible Proposal, (c) otherwise knowingly cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiid) enter into any Contract or consummate any agreement other instruments (whether or understanding not binding) with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . Seller shall immediate cease and cause to be terminated, and shall cause its Affiliates (including the Acquired Companies) and their and such Affiliates’ respective Representatives to immediately cease and terminatecause to be terminated, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Person conducted heretofore with respect to a possible Proposal. Seller agrees that the rights and remedies for noncompliance with this Section 4.11 shall include having such provision specifically enforced by any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued withcourt having equity jurisdiction, it being acknowledged and agreed that any such breach or any threatened breach of its Subsidiaries or any of their respective Representativesthis Section 4.11 will cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementPre-Closing Period, the Company and Seller agrees that it will shall not, and it will shall cause its Subsidiaries and its and their respective Representatives subsidiaries and Affiliates and each of their officers, directors, employees, partners, members, managers, agents and other representatives (“Representatives”) not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) provide any inquiries information to, (b) initiate or continue or otherwise participate in discussions with, (c) execute or authorize the execution of any agreement or letter of intent or similar preliminary agreement with or (d) engage in, solicit, communicate in connection with, knowingly facilitate or knowingly encourage any inquiry or the making or implementation of any proposal or offer relating to an Acquisition Proposal (including, without limitation, any proposal or offer to its stockholders or any of themas defined below) from any Person third-party (other than Buyer with respect to and its representatives), either agent or principal, concerning (i) a possible direct or indirect sale of the stock or Equity Interests of the Company or its Subsidiaries, (ii) a possible sale or disposition other transfer of (x) all or substantially all more than 5% of the Facility or Company’s assets (yincluding those of its Subsidiaries), (iii) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a possible merger, acquisition, consolidation, recapitalization, liquidationrestructuring, dissolutionjoint venture or other business combination involving the Company or its Subsidiaries, equity investment or (iv) any other similar transaction or any other transaction that would reasonably be expected to delay, interfere with or restrict the ability of Seller and the Company to consummate the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as a transaction described in the foregoing clauses (i) - (iv), an “Acquisition Proposal”). Subject to any restrictions contained in an existing confidentiality agreement with any third party, or the Company will promptly (ii) engage and, in any negotiations concerningevent, within 24 hours) inform Buyer in writing of any proposal involving an Acquisition Proposal (whether such proposal is written or not) received by the Seller, including a summary of the material terms of such proposal and the identity of the party or parties making such Acquisition Proposal; provided, that in the event disclosure pursuant to the foregoing is restricted due to an existing confidentiality agreement, the Company will promptly (and, in any event, within 24 hours) deliver a redacted copy of such Acquisition Proposal and provide any confidential information or data as fulsome a disclosure as possible to the extent providing such information, in each case, would not, in the opinion of outside legal counsel, otherwise breach the terms of such confidentiality agreement. The Seller shall not, and shall cause the Company and each of its Subsidiaries not to, or have any substantive discussions with, release any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement to a Proposal are sought to be initiated which the Seller or continued with, it the Company or any of its Subsidiaries is a party, without the prior written consent of the Buyer. Promptly after the date hereof (and, in any event, within four (4) Business Days following the date hereof) the Company shall (A) request in writing that each Person (other than Parent) that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal within eighteen (18) months prior to the date hereof promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of their respective its Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement, unless such request had been made by or on behalf of the Company prior to the execution and delivery of this Agreement and no information was provided by or on behalf of the Company to such Person or its Representatives following such request, and (B) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person and its Representatives.

Exclusivity. From the date hereof until the earlier of the termination of this Agreement pursuant to Section 10.1 and the Closing Date, Seller agrees as follows: 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: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage knowingly, entertain, support or inducetake any action to facilitate any inquiries or the making of any offer or proposal that constitutes or is reasonably likely to lead to any proposal or offer (i) for a merger, share exchange, consolidation or other business combination concerning Seller, (ii) to Seller to acquire in any manner, directly or indirectly, any inquiries or material part of the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders assets or any equity securities of themSeller, (iii) from any Person other than Buyer with respect to the sale any recapitalization or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at restructuring concerning Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (iiiv) with respect to any other transaction similar to any of the foregoing relating to Seller, (b) engage in any negotiations concerningor discussions with, or provide any confidential information or data concerning Seller to, any person (other than Buyer or have any substantive discussions with, any Person of its affiliates or representatives) relating to a Proposal any such transaction, whether made before or after the date of this Agreement, or (iiic) enter into or consummate any letter of intent, agreement in principle, acquisition agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore other agreement with respect to any Proposal. (c) 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 promptly notify Buyer if as promptly as practicable, and in any event not later than the next day, of any inquiries, expressions of interest, requests for information or access to property, books or records, proposals or offers related 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 has made, a proposal relating to a Proposal are received bytransaction described above indicating, 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 confidential information proposals or data is requested fromoffers, and thereafter shall keep Buyer informed, on a current basis, of any changes in the status and content of any such proposals or any negotiations or discussions related offers. Seller agrees that it will take the necessary steps to a Proposal are sought to be initiated or continued with, it or any promptly inform the Seller Representatives of its Subsidiaries or any of their respective Representativesthe obligations undertaken in this Section 6.9.

Exclusivity. Seller agrees as follows: (a) Except Seller and AOL agree that from the date of the execution of this Agreement through the Closing, or the earlier termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase Agreementits terms, the Seller agrees that it will notneither Seller, and it will cause its Subsidiaries and its and their respective Representatives not toAOL nor Seller's or AOL's officers, (i) initiatedirectors, solicitaffiliates, facilitate, seek, knowingly encourage agents or inducerepresentatives will, directly or indirectly: (i) submit, any inquiries solicit, initiate or the making or implementation of discuss with third parties any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect person or entity relating to the any (1) reorganization, dissolution or recapitalization of Seller, (2) merger or consolidation involving Seller, (3) sale or disposition of (x) all or substantially all of the Facility stock of Seller, or (y4) sale of any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in of Seller outside the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction Business (any such proposal or offer being hereinafter the transactions in the foregoing clauses are collectively referred to as a “Proposal”"Seller Transaction"), or ; or (ii) engage furnish any information with respect to, assist or participate in, or facilitate in any negotiations concerning, other manner a Seller Transaction or provide any confidential information effort or data to, attempt by any person or have any substantive discussions with, any Person relating entity to seek a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalSeller Transaction. (b) Except Seller and AOL will terminate all discussions with any third-party regarding a Seller Transaction and will notify the Buyer immediately if any person or entity makes any proposal or offer with respect to a Seller Transaction. Seller or AOL may respond to inquiries from other prospective purchasers, but (A) only to the transaction contemplated herein, extent that Seller shall immediately cease and terminateor AOL informs such prospective purchasers that Seller is under contract for sale, and it shall cause its Subsidiaries (B) Seller and its AOL cannot provide (and their respective Representatives immediately will not provide) any other information to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalsuch prospective purchasers. (c) Seller shall promptly notify Buyer if and AOL represent and warrant that neither Seller, AOL nor any inquiriesof Seller's or AOL's officers, proposals or offers related to a Proposal are received bydirectors, any confidential information or data is requested fromaffiliates, agents, or representatives has entered into any negotiations executory agreements or discussions related to a Proposal are sought to be initiated or continued with, it or accepted any of its Subsidiaries or commitments concerning any of their respective RepresentativesSeller Transaction.

Exclusivity. Seller agrees as follows: (a) Except Subject to Section 5.8(b), except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller Company agrees that it will not, and it will cause each of its Subsidiaries and its and their respective Representatives 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, : (i) initiate, solicit, facilitate, seek, or knowingly encourage or induceseek, directly or indirectly, any inquiries relating to or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Third Party Proposal”), or ; (ii) 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 or Third Party Proposal; (iii) otherwise cooperate in or facilitate any effort or attempt to make, implement or accept a Third Party Proposal; (iv) enter into or consummate any agreement or understanding Contract with any Person relating to a Proposal. Third Party Proposal or (bv) Except with respect release any third party from, or waive any provision of, any confidentiality or standstill agreement to the transaction contemplated herein, Seller shall which it is a party. The Company will immediately cease and terminatecease, and it shall will cause its Subsidiaries and its and their respective Representatives Agents immediately to cease and terminatecease, any and all existing activities, including discussions or negotiations with any third parties conducted heretofore with respect to (or reasonably likely to lead to) any Third Party Proposal. . "Third Party Proposal" means any Contract, proposal or offer (cincluding any proposal or offer to the stockholders of the Company) Seller shall promptly notify Buyer if any inquiries, proposals or offers related with respect to a Proposal are received byproposed or potential Acquisition Transaction. "Acquisition Transaction" means: (A) any sale, lease or other disposition, direct or indirect (and however structured), of any confidential information business or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or assets of the Company and/or any of its Subsidiaries Subsidiaries, (B) any tender offer (including a self-tender offer) or exchange offer, (C) a merger, consolidation, share exchange, business combination, reorganization, joint venture, recapitalization, liquidation, dissolution or other similar transaction involving the Company, (D) the issuance, sale or other disposition, direct or indirect (and however structured, and including in connection with any financing), of their respective Representativessecurities (or securities or other rights convertible into, or exercisable or exchangeable for, such securities) or (E) any combination of the foregoing (other than the Merger).

Exclusivity. During the period from the Agreement Date through the Closing or the earlier termination of this Agreement pursuant to the terms hereof, neither Seller agrees as follows: nor any of its Affiliates will, and Seller will direct its Representatives not to, (a) Except knowingly encourage or facilitate the initiation of any expression of interest, proposal or offer from any Person (other than Buyer) relating to a Proposed Acquisition Transaction, (b) engage in discussions or negotiations with, or provide any non-public information to, any Person (other than Buyer and Xxxxx’s Representatives) concerning a Proposed Acquisition Transaction, or (c) enter into any Contract, arrangement or understanding with respect to a Proposed Acquisition Transaction. A “Proposed Acquisition Transaction” means any transaction involving (i) the transactions contemplated by purchase of any of the Shares or Company Subsidiary Securities, (ii) a merger, consolidation, share exchange, business combination or other similar transaction involving the Target Companies or the Business and (iii) the purchase of a material portion of the assets of the Target Companies, taken as a whole. Seller agrees, and shall cause its Affiliates and Representatives, to (i) cease, immediately after execution of this Asset Purchase Agreement, the Seller agrees that it will notany discussions or negotiations with any Person other than Buyer and its Representatives with respect to any Proposed Acquisition Transaction and (ii) send a “return or destroy” letter to all Persons (other than Buyer, and it will cause its Subsidiaries Affiliates and its and their respective Representatives not to, (iRepresentatives) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders whom Seller or any of themits Affiliates (including the Target Companies) from any Person other than Buyer with respect disclosed confidential information prior to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore date hereof with respect to any Proposalproposed acquisition of the Target Companies. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect Until the earlier of the Effective Time or the date this Agreement is terminated pursuant to the transactions contemplated by this Asset Purchase AgreementSection 8.1, the Seller agrees that it will Sellers shall not, and it will shall cause its Subsidiaries each of the Transferred Companies and its and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, facilitate, seek, knowingly solicit or encourage or induce, directly or indirectly, any inquiries or the making or implementation submission of any proposal inquiries, proposals or offer (includingoffers, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential non-public information or data to, or have any substantive discussions with, access to any Person relating to or in connection with a Proposal potential Competing Transaction, or make any other efforts or attempts that constitute, or would reasonably be expected to lead to, any Competing Transaction, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company, a Competing Transaction, (iii) enter into any merger agreement, letter of intent or consummate any other agreement providing for or understanding with any Person relating to a Proposal. Competing Transaction, (biv) Except with respect enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transaction transactions contemplated hereinby this Agreement, Seller (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to do any of the foregoing. The Company shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including be terminated all discussions or negotiations existing as of the date of this Agreement with any parties Person and any other activities conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if Competing Transaction and, subject to the other provisions of this Section 6.5, will use its commercially reasonable efforts to enforce any inquiriesconfidentiality, proposals standstill or offers related similar agreement to which any of the Transferred Companies is a Proposal are received byparty, any including by requesting the prompt return or destruction of all confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or data is requested fromother equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms and provisions thereof in a court of competent jurisdiction. In addition, the Company shall immediately terminate access for all Persons to the Data Room (other than with respect to Buyer or its Representatives). For purposes of this Section 6.5, the term “Competing Transaction” shall mean any inquiry, proposal or offer from any Person or group of Persons other than Buyer or its Affiliates relating to the acquisition of all or any negotiations portion of the equity 42 or discussions related to assets of any Transferred Company (including any acquisition structured as a Proposal are sought to be initiated merger, consolidation, share exchange, sale, lease, license or continued with, it or any of its Subsidiaries or any of their respective Representativesotherwise).

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminateThe Target shall, and it shall cause its Subsidiaries and its and any of their respective Representatives Affiliates to, immediately to cease and terminate, terminate any existing activitiessolicitation, including discussions initiation, encouragement, activity, discussion or negotiations negotiation with any parties Persons conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiriesby the Target, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesAffiliates, officers, directors, employees, financial advisors, stockholders, agents or representatives (each a "Representative") with respect to any proposed, potential or contemplated Acquisition Proposal. (ii) From and after the date hereof, without the prior written consent of Parent, the Target will not authorize or permit any of its Subsidiaries to, and shall cause any and all of its Representatives not to, directly or indirectly, (A) solicit, initiate or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, an Acquisition Proposal, or (B) engage in negotiations or discussions with any Third Party concerning, or provide any non-public information to any person or entity relating to, an Acquisition Proposal, or (C) enter into any letter of intent, agreement in principle or any acquisition agreement or other similar agreement with respect to any Acquisition Proposal; provided, however, that nothing contained in this Section 5(h)(ii) shall prevent the Target or the Target Board, from furnishing non-public information to, or entering into discussions or negotiations with, any Third Party in connection with an unsolicited, bona fide written proposal for an Acquisition Proposal by such Third Party, if and only to the extent that (1) such Third Party has made a written proposal to the Target Board to consummate an Acquisition Proposal, (2) the Target Board determines in good faith, based on the advice of a financial advisor of nationally recognized reputation, that such Acquisition Proposal is reasonably capable of being completed on substantially the terms proposed, and would, if consummated, result in a transaction that would provide greater value to the holders of the Target Shares than the transaction contemplated by this Agreement (a "Superior Proposal"), (3) the failure to take such action would, in the reasonable good faith judgment of the Target Board, based on a written opinion of Target's outside legal counsel, be a violation of its fiduciary duties to the Stockholders under applicable law, and (4) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such Person, the Target Board receives from such Person an executed confidentiality agreement with material terms no less favorable to the Target than those contained in the Confidentiality Agreements and provides prior notice to the Parent of its decision to take such action. The Target shall not release any Third Party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, an Acquisition Proposal, unless the failure to take such action would, in the reasonable good faith judgment of the Target Board, based on a written opinion of Target's outside legal counsel, be a violation of its fiduciary duties to the Stockholders under applicable law. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Representative of the Target or any of its Subsidiaries shall be deemed to be a breach of this Section 5(h) by the Target. (iii) The Target shall notify Parent promptly after receipt by the Target or the Target's Knowledge of the receipt by any of its Representatives of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Target by any Person that informs such party that it is considering making or has made an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. The Target shall keep Parent informed of the status (including any change to the material terms) of any such Acquisition Proposal or request for non-public information. (iv) The Target Board may not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Target Board of this Agreement or the Merger unless, following the receipt of a Superior Proposal, in the reasonable good faith judgment of the Target Board, based on the written opinion of Target's outside legal counsel, the failure to do so would be a violation of the Target Board's fiduciary duties to the Stockholders under applicable law; provided, however, that, the Target Board shall submit this Agreement and the Merger to the Stockholders for adoption and approval, whether or not the Target Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the Stockholders reject it or otherwise modifies or withdraws its recommendation. Unless the Target Board has withdrawn its recommendation of this Agreement in compliance herewith, the Target shall use commercially reasonable efforts to solicit from the Stockholders proxies in favor of the adoption and approval of this Agreement and the Merger and to secure the vote or consent of the Stockholders required by the New Jersey Business Corporation Act and its certificate of incorporation and by-laws to adopt and approve this Agreement and the Merger.

Exclusivity. Seller agrees as follows(a) The Companies, TBGSI and the Sellers agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the Companies, TBGSI and the Sellers shall not and shall not permit any of their respective affiliates or Representatives to: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) solicit, initiate, solicitconsider, facilitate, seek, knowingly encourage or induce, directly accept any other proposals or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) offers from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 any direct or indirect acquisition or purchase of all or any portion of the Equity Interests, assets of the Companies, the BSI Properties or any other equity interests in the Companies, whether effected by sale of assets, sale or issuance of equity, merger, consolidation, equity exchange or otherwise, other than inventory to be sold in the ordinary course of business consistent with past practice; or (iiiii) enter into participate in any discussions, conversations, negotiations or consummate other communications regarding, or furnish to any agreement other Person any information with respect to, or understanding with otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person relating to a Proposalseek to do any of the foregoing. (b) Except with respect to The Companies, TBGSI and the transaction contemplated herein, Seller Sellers shall immediately cease and terminatecause to be terminated all existing discussions, conversations, negotiations and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations other communications with any parties Persons conducted heretofore with respect to any Proposalof the foregoing. (c) Seller The Companies, TBGSI and the Sellers shall promptly notify Buyer Acquiror promptly, but in any event within 24 hours, orally and in writing if any inquiriessuch proposal or offer, proposals or offers related any inquiry or other contact with any Person with respect thereto, is made. Any such notice to a Proposal are received byAcquiror shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Companies, TBGSI and the Sellers shall not release any confidential information or data is requested Person from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement to which the Companies, TBGSI or a Proposal are sought to be initiated Seller is a party or continued withbeneficiary, it or any without the prior written consent of its Subsidiaries or any of their respective RepresentativesAcquiror.

Exclusivity. Seller agrees as follows: (a) Except with respect for the Back-up Offer (as defined in Section 16), which Seller expressly acknowledges and agrees is subject to, and subordinate to, this Agreement, and subject to the transactions contemplated by this Asset Purchase Agreementfiduciary duties of the General Partner and the Managing Members under applicable law to consider Competing Transactions as provided in subsection (b) below, the Seller agrees that it will notneither Seller, and it will cause its Subsidiaries and its and their respective Representatives not toGeneral Partner, (i) nor Managing Members shall initiate, solicit, facilitate, seek, solicit or knowingly encourage (including by way of furnishing information or induceassistance), directly or indirectlytake any other action to facilitate, any inquiries or the making or implementation of any proposal which constitutes, or offer (including, without limitationwould reasonably be expected to lead to, any Competing Transaction (as defined below) or Competing Transaction proposal (and Seller shall direct Seller's Broker to comply with the foregoing), or negotiate or have any discussions with any person in furtherance of such inquiries or to obtain a Competing Transaction or Competing Transaction proposal, or disclose any nonpublic information or afford access to its personnel, properties, books or records to, any person that has made, or to Seller's knowledge, is considering making, a proposal for a Competing Transaction, or agree to or endorse any Competing Transaction or Competing Transaction proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, sale of the Property agreement, asset purchase or securities exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction or Competing Transaction proposal or offer propose or agree to do any of the foregoing, or authorize any of its stockholders officers, employees or any investment banker, broker, financial advisor, attorney, accountant or any other representative retained by it or any of themits affiliates (the "Representatives") from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (take any such proposal or offer being hereinafter referred action, and will cause the Representatives not to as a “Proposal”), or (ii) engage in take any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalsuch action. (b) Except with respect Notwithstanding subsection (a) above, the General Partner and Managing Members have disclosed that they may have fiduciary duties under applicable law to consider Competing Transaction proposals. The General Partner of Seller shall be permitted to consider a Competing Transaction proposal, and the General Partner shall be relieved of its obligations set forth in Section 17, if and to the transaction contemplated hereinextent that all of the following conditions are met: (i) the General Partner of Seller concludes in good faith (after consulting with outside legal counsel) that failure to consider a Competing Transaction proposal would be inconsistent with its fiduciary duties under applicable law to consider a Competing Transaction proposal, and (ii) before taking any such action, Seller shall immediately cease promptly gives Buyer (orally and terminatein writing) notice advising Buyer of the decision of the General Partner of Seller to take such action, including the reasons therefore, and it shall cause its Subsidiaries such notice specifies the material terms and its conditions of such Competing Transaction proposal and their respective Representatives immediately to cease identifies the person making such Competing Transaction proposal (and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore Seller will also promptly give Buyer such a notice with respect to any Proposal. subsequent material change in such proposal) and Seller has given Buyer at least three (c3) Seller shall promptly notify business days after delivery of each such notice to propose revisions to the terms of this Agreement (or to make another proposal) in response to such Competing Transaction proposal and has negotiated in good faith with Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the Effective Time or, if earlier, the Seller agrees that it will valid termination of this Agreement in accordance with Section 10.01, Acquiror shall not, and it will shall cause its Subsidiaries not to, and shall use its and reasonable best efforts to cause their respective Representatives not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, solicit or knowingly encourage or induce, directly or indirectly, knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer (including, without limitation, that constitutes any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Competing Proposal”), or ; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal any proposal, offer, inquiry or request for information that constitutes any Competing Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal; (iv) execute or enter into or consummate into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or understanding with any Person other similar agreement for or relating to a any Competing Proposal; or (v) resolve or agree to do any of the foregoing. (b) Except with respect to Acquiror also agrees that immediately following the transaction contemplated herein, Seller shall immediately cease and terminateexecution of this Agreement it shall, and it shall cause each of its Subsidiaries and to, use its and reasonable best efforts to cause their respective Representatives immediately to to, cease and terminateany solicitations, any existing activities, including discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with respect a Competing Proposal. Acquiror shall promptly (and in any event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal. Notwithstanding the foregoing, Acquiror may respond to any Proposal. (c) Seller shall promptly notify Buyer if such proposal, offer or submission by indicating only that Acquiror is subject to the terms of this Agreement and is unable to provide any inquiries, information related to Acquiror or entertain any proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to concerning a Competing Proposal are sought for as long as th this Agreement remains in effect. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.09 by any of Acquiror’s Representatives acting on Acquiror’s behalf, shall be deemed to be initiated or continued with, it or any a breach of its Subsidiaries or any of their respective Representatives.this Section 7.09

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementPre-Closing Period, the Seller agrees that it will Company shall not, and it will shall cause its controlled Affiliates, Subsidiaries and its and their respective Representatives representatives, officers, agents, Affiliates, equityholders and any other person acting on its behalf (the “Related Parties”), not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit or take any action to facilitate or encourage any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its stockholders or any of them) from any Person or group of Persons other than Buyer Nocturne and the Sponsor, (with respect to the sale or disposition of PIPE Investment) the PIPE Investors and (xwith respect to the Note Investment) all or substantially all of the Facility or Note Investors (yand their respective representatives, acting in their capacity as such) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Buyer”)) that may constitute, or would reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in in, any discussions or negotiations concerningwith any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through the Data Room) any information relating to the Company or any of its assets or businesses, or provide afford access to the assets, business, properties, books or records of the 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; (iv) approve, endorse or recommend any confidential information Competing Transaction; or data (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 intention to do so. The Company shall, and shall cause its Related Parties, and its and their representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalCompeting Transaction. (b) Except with respect During the Pre-Closing Period, subject to the transaction contemplated hereinright to withdraw or modify the Nocturne Board Recommendation in accordance with Section 6.10(b), Seller Nocturne shall immediately cease and terminatenot, and it shall cause its Subsidiaries Related Parties not to, 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 and representatives, acting in their respective Representatives immediately capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to cease and terminatelead to, a Nocturne Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect Alternative Target regarding a Nocturne Competing Transaction; (iii) furnish (including through the Data Room) any non-public information relating to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Nocturne or any of its Subsidiaries assets or businesses, or afford access to the assets, business, properties, books or records of Nocturne 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, a Nocturne Competing Transaction; (iv) approve, endorse or recommend any Nocturne Competing Transaction; or (v) enter into a Nocturne Competing Transaction or any agreement, arrangement or understanding (including any letter of their respective Representativesintent or term sheet) relating to a Nocturne Competing Transaction or publicly announce an intention to do so. Nocturne shall, and shall cause its Related Parties 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 Nocturne Competing Transaction.

Exclusivity. Seller agrees as follows: Carpxxxxx xxx the Company agree that, commencing on the date hereof through the Closing or earlier termination of this Agreement, RBI shall have the exclusive right to consummate the merger contemplated herein, and during such exclusive period, Carpxxxxx xxx the Company agree that neither the Company, the Continuing Subsidiaries, nor any director, officer, employee or other representative of the Company or any Continuing Subsidiary: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage solicit or induceencourage, directly or indirectly, any inquiries inquiries, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of, all or any portion of the Company Stock, the stock of either Continuing Subsidiary, or Station Assets (any such inquiry, proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”" and any such transaction being hereinafter referred to as an "Acquisition"), or ; (iib) will engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; or (iiic) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, will continue any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if Acquisition Proposal or Acquisition and will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken by them in this Section 6.10. Notwithstanding the foregoing, in the event that RBI defaults in any inquiries, proposals material respect in the observance or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or in the due and timely performance of any of its Subsidiaries covenant or any agreements herein contained and such default shall not be cured within thirty (30) days of their respective Representativesnotice of default served by the Company, Carpxxxxx'x xxx the Company's obligations under this Section 6.10 shall be null and void.

Exclusivity. Seller agrees as follows: (a) Except Sellers agree that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase Agreementits terms, the Seller agrees that it will Sellers shall not, and it will shall cause its Subsidiaries and its and their respective Affiliates and shall use commercially reasonable efforts to cause their Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) 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 or implementation of any proposal that constitutes, or offer (including, without limitationcould be expected to lead to, any proposal Acquisition Proposal (except to provide notice of the existence of these provisions); or offer to its stockholders (c) enter into any letter of intent, agreement, term sheet or any of them) from any Person other than Buyer non-binding or binding understanding or arrangement with respect to any Acquisition Proposal. Without limiting the sale or disposition of (x) all or substantially all generality of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant foregoing, Sellers shall, and shall cause their respective Affiliates and shall use commercially reasonable efforts to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data cause their Representatives to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions or negotiations with any parties Person, conducted heretofore prior to the date hereof with respect to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries. For purposes of this Section 5.12, proposals or offers related to a Proposal are received bythe term “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any confidential information offer or data is requested fromproposal for, or any negotiations indication of interest in, (x) a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or discussions related to a Proposal are sought to be initiated or continued with, it other similar transaction involving the Transferred Business or any of its Subsidiaries the Companies, (y) any sale, lease, license, transfer, purchase or other disposition (including by way of liability assumption, bulk reinsurance, reinsurance or otherwise) of the assets of any of the Companies or the Transferred Business representing 10% or more of the assets, revenues or net income of the Companies and the Transferred Business, taken as a whole, but excluding investment activity in the ordinary course of business and reinsurance or retrocessional treaties or agreements between the Companies, on the one hand, and any of their respective RepresentativesAffiliates (other than the Companies), on the other hand, or (z) any shares or Capital Stock of any of the Companies.

Exclusivity. Seller agrees as follows: (a) Except with respect to From and after the transactions contemplated by date of this Asset Purchase Agreement, the Seller agrees that it will Sellers shall not, and it will shall cause its Subsidiaries and its their respective Affiliates and their and their respective Affiliates’ respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit, initiate, encourage or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with respect to the sale a proposal or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to offer for a merger, acquisition, consolidation, recapitalizationamalgamation, liquidationbulk reinsurance, dissolutionbusiness combination, equity investment sale or transfer of properties or assets or sale of any Shares, or similar transaction involving the Transferred Companies or any part of the Company Business, whenever conducted in any case other than in respect of ALNY (any such proposal in each case, other than in connection with the acquisition, disposition or offer being hereinafter referred to as a custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”), or (ii) engage participate in or attend any discussions or negotiations concerningor enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any confidential information or data to, or have any substantive discussions with, any Person Alternate Bidder relating to a or in connection with any Acquisition Proposal by such Alternate Bidder or (iii) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any Person relating to a Proposal. (b) Except with Alternate Bidder, in each case other than in respect to of ALNY or the transaction contemplated herein, matters addressed in the Pre-Sale Transactions. In the event that either Seller shall immediately cease and terminate, and it shall cause or any of its Subsidiaries and Affiliates or any of its and their or its Affiliates’ respective Representatives immediately to cease and terminatereceives an Acquisition Proposal, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) such Seller shall promptly notify Buyer if any inquiries, proposals or offers related to of such proposal and provide a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any summary of its Subsidiaries or any of their respective Representativesthe terms and conditions thereof.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase AgreementEach of Seller, the Seller Bank and Parent agrees that it will not, and it will cause its Subsidiaries and its representatives, Affiliates, equityholders, officers, directors, employees, investment brokers and their respective Representatives representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, respond to, initiate or encourage any inquiries inquiry, proposal, offer or contact from any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of any Purchased Assets, any capital stock or other equity or ownership interests in Seller, or any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization, reorganization, redemption, financing or similar transaction involving Business or the making Seller (in each case, an “Acquisition Proposal”), (b) participate in any discussion or implementation negotiation regarding, furnish any information or documentation with respect to, assist or participate in or facilitate in any other manner any Acquisition Proposal, or (c) enter into any Contract, understanding or commitment with any other Person in respect of an Acquisition Proposal, and the foregoing parties shall cease immediately any proposal and all existing activities, discussions or offer negotiations with any Person (including, without limitation, any proposal terminating or offer revoking all access to its stockholders the Data Room or any of them) from other similar electronic data room and using reasonable best efforts to cause all confidential or non-public information previously provided to any Person to be returned or destroyed in accordance with the applicable confidentiality agreement pertaining to such Person or such information) other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “and its Affiliates and representatives regarding an Acquisition Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, . If any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a makes an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall will immediately cease notify Buyer of such Acquisition Proposal and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activitiesall related details, including discussions or negotiations with any parties conducted heretofore with respect to any Proposaleconomic terms associated therewith. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except Seller acknowledges that substantial time of Buyer and 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 and the Related Agreements and other related expense. During the Pre-Closing Period, Seller shall not, and Seller shall direct and shall cause Seller’s Representatives not to, directly or indirectly: (i) solicit, encourage, initiate, or otherwise facilitate any inquiries or the making of any proposal or offer with respect to or relating to Another Transaction, (ii) conduct any discussions, enter into any negotiations, agreements, understandings or transactions, or provide any information to any Person (other than Buyer and its Representatives) with respect to or relating to Another Transaction or (iii) provide any non-public financial or other confidential or proprietary information regarding any of the transactions contemplated by this Asset Purchase AgreementCompanies or their Business to any Person (other than to Buyer and its Representatives). As used herein, the term “Another Transaction” means the sale, through a single or a series of related transactions, of (A) any part of the business or any of the assets of any of the Companies, or (B) any of the voting securities of any Company (whether by sale of stock, merger, consolidation or otherwise). Seller agrees represents that it Seller is not a party to, or bound by, any agreement with respect to Another Transaction other than this Agreement and this Agreement will notnot violate any agreement to which they are bound or to which any Company’s assets are subject. (b) 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 it will the specific terms of, any such offer or proposal. In addition, Seller shall, and shall cause its Subsidiaries the Companies and each of its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, be terminated any existing activities, including discussions discussion or negotiations with any parties 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 ProposalCompany to 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 promptly notify Buyer if be entitled, in addition to any inquiriesother remedies and damages available, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related the equitable remedies of injunction and specific performance with respect to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesSeller’s obligations under this Section 4.04.

Exclusivity. Seller agrees as follows: (a) Except with respect From the Execution Date until the earlier of the Closing Date or the earlier termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase AgreementArticle X, each Seller agrees not to, and to direct or cause its Affiliates, the Seller agrees that it will not, and it will cause its Subsidiaries and its Acquired Companies and their respective Representatives not to, directly or indirectly, take any of the following actions: (i) initiate, solicit, facilitateencourage, seekconsider or accept in any way any inquiry, knowingly encourage offer or induceproposal from, directly or indirectlysubmit any proposal to, any inquiries Person or group of Persons other than Buyer, its Affiliates and any of its and their respective Representatives relating to (A) the sale, purchase, acquisition, disposition, lease or exchange (whether by transfer, merger, consolidation or other means) of (1) all or a portion of such Seller’s direct or indirect ownership interest in any applicable Acquired Company, including the Acquired Interests, or (2) any other equity interests in or the making or implementation assets of any proposal applicable Acquired Company to any Person or offer (including, without limitation, any proposal or offer to its stockholders group of Persons other than Buyer or any of themits Affiliates; (B) from the issuance or acquisition of any shares of capital stock or other equity securities in the Acquired Companies; (C) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of the applicable Acquired Companies’ business consistent with past practice; (D) any merger, consolidation, restructuring, recapitalization, equity exchange, liquidation, dissolution or similar transaction involving any Acquired Company; or (E) any other transaction that would require Sellers to abandon the transactions contemplated by this Agreement (each, an “Acquisition Proposal”); (ii) participate in any negotiations or discussions with, or furnish any assistance or non-public information to, any Person or group of Persons other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) and its Representatives regarding any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Acquisition Proposal”), or (ii) 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 or ; or (iii) enter into or consummate any agreement or understanding with any Person relating understanding, whether oral or in writing, to a effect an Acquisition Proposal. (b) Except with respect In addition to the transaction contemplated hereinother obligations under this Section 6.11, each Seller shall, as promptly as practicable, advise Buyer orally (in any event, within one (1) Business Day) and in writing (in any event, within three (3) Business Days) after receipt by such Seller of any written Acquisition Proposal, the material terms and conditions of such written Acquisition Proposal and the identity of the Person making the same. Each Seller agrees that the rights and remedies for noncompliance with this Section 6.11 shall immediately cease include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and terminate, and it agreed that any such breach or threatened breach shall cause its Subsidiaries irreparable injury to Buyer and its Affiliates and their respective Representatives immediately that money damages would not provide an adequate remedy to cease Buyer and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposalits Affiliates. (c) Subject to compliance with Section 6.1, the Parties agree that nothing in this Section 6.11 will limit or restrict (i) any Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Affiliates from engaging in the ordinary course of business for the Acquired Companies consistent with past practices (which may include dealing with financing parties in connection with the EIF Xxxxx Credit Facility or with the Operator in matters unrelated to an Acquisition Proposal) or (ii) any Seller’s or any of their respective its Affiliates’ discussions with its Representatives.

Exclusivity. Seller agrees as follows: During the period from the date of this Agreement to the earlier of (a) Except with respect the Closing and (b) the date this Agreement is validly terminated pursuant to Section 10.1, the transactions contemplated by Company shall not, and shall not authorize or permit, any of its Representatives, Subsidiaries or Affiliates to, directly or indirectly, to (a) initiate, encourage or solicit any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (b) participate in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, MergerCo or any of their respective Affiliates or Representatives) relating to any Acquisition Proposal, or (c) approve, authorize, or enter into any contract or agreement contemplating or otherwise relating to, any Acquisition Proposal. Promptly following execution of this Asset Purchase Agreement, the Seller agrees that it will notCompany shall, and it will cause shall instruct each of its Subsidiaries Affiliates and Subsidiaries, and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore Person with respect to any Acquisition Proposal, and (y) request the return or destruction of any due diligence materials provided to any Persons (other than Parent, MergerCo and their Representatives) in connection with any Acquisition Proposal. If the Company receives an inquiry, proposal or offer for an Acquisition Proposal, then the Company promptly (and no later than twelve (12) hours of receipt) shall notify the Parent of the receipt of such an inquiry, proposal or written offer, shall then provide to the Parent copies of all written or electronically delivered materials related thereto and shall refrain from contacting or negotiating with the offeror or otherwise pursuing said offer in any manner. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. The Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees upon execution of this Agreement and until the date, if any, on which this Agreement is terminated pursuant to Article IX, that it will not, and it will cause its Subsidiaries subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets of the Business (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal, (iii) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiiiv) enter into or consummate any agreement or understanding with any Person person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinPossible Transaction, the Seller shall immediately cease and terminate, and it shall cause its Subsidiaries subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) The Seller shall promptly upon execution of this Agreement and until the date, if any, on which this Agreement is terminated pursuant to Article IX, notify Buyer promptly if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested in connection with a Proposal from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries subsidiaries or any of their respective RepresentativesRepresentatives and will provide the terms of any such inquiry, proposal or offer to Buyer.

Exclusivity. Parent and each Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase AgreementAgreement and the Ancillary Agreements, the Parent and each Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets of the Business (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal, (iii) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiiiv) enter into or consummate any agreement or understanding with any Person person relating to a Proposal. (b) Except with respect to the transaction transactions contemplated hereinherein and in the Ancillary Agreements, Parent and each Seller shall immediately cease and terminate, and it each shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) The Seller Representative shall promptly notify Buyer if Purchaser upon receipt of any inquirieswritten Proposal; provided, proposals or offers related that the Seller Representative shall have no obligation to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related provide such notice to a Proposal are sought to be initiated or continued with, it the extent the Seller Representative or any of its Subsidiaries are prohibited by a confidentiality or any of their respective Representativesnon-disclosure agreement entered into prior to the date hereof.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will notno Stockholder and none of their affiliates shall, and it will each of them shall cause its Subsidiaries and its the Company and their respective Representatives 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, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholders Stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then the Stockholders shall promptly request the immediate return thereof. The Stockholders shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related relating to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 7.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, 11.2 or any of their respective Representatives11.3.

Exclusivity. Seller agrees as follows: (a) Except with respect to Each of the transactions contemplated by this Asset Purchase AgreementCompany, the Seller agrees that it will Founders, OCW, and any of OCW’s Subsidiaries, shall not, and it will cause each of the foregoing shall not authorize or permit any of its Subsidiaries and its and Affiliates or any of their respective Representatives not representatives to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any for a period of four (4) months following the Effective Date (i) encourage, solicit, initiate, facilitate or continue inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “regarding an Acquisition Proposal”), or ; (ii) engage in any enter into discussions or negotiations concerningwith, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to concerning a Proposal possible Acquisition Proposal; or (iii) enter into any agreements or consummate other instruments (whether or not binding) regarding an Acquisition Proposal. Each of the Company, the Founders, OCW, and any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller of OCW’s Subsidiaries shall immediately cease and terminatecause to be terminated, and it shall cause its Subsidiaries Affiliates and all of its and their respective Representatives representatives to immediately to cease and terminatecause to be terminated, any all existing activities, including discussions or negotiations with any parties Persons conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromto, or that could lead to, an Acquisition Proposal. For purposes hereof, the term “Acquisition Proposal” shall mean any negotiations inquiry, proposal or discussions related to a Proposal are sought to be initiated or continued withoffer from any Person (other than Purchaser, it or any of its Subsidiaries the Merger Sub or any of their respective RepresentativesAffiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company, OCW, or any of OCW’s Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company, OCW, or any of OCW’s Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s, OCW’s or any of OCW’s Subsidiaries’ properties or assets, except as permitted by the International Brand License.

Exclusivity. Seller agrees as follows: (a) Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated by this Asset Purchase AgreementTransactions, the Seller Company agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, it will use its reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, and employees not to, and it shall direct its and the Subsidiaries’ Affiliates and other agents and representatives (iincluding 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) initiate, solicitencourage, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders Stockholders or any of themthem individually) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (iiid) enter into or consummate any a Contract, agreement or understanding with any Person relating to a Proposal. (b) Except with respect to . If the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateCompany, any existing activities, including discussions of the Subsidiaries or negotiations any Agent has provided any Person (other than Buyer’s or the Company’s or the Subsidiaries’ Agents) with any parties conducted heretofore with respect confidential information or data relating to any a Proposal. (c) Seller , they shall promptly request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or it, any of its the Subsidiaries or any of their respective Representativesdirectors, officers, employees and Affiliates or, to the Knowledge of the 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 request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, none of the Company, the Seller agrees that it will notStockholder nor any of their affiliates shall, and it will each of them shall cause its Subsidiaries respective employees, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, (ia) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or (iib) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (iiid) enter into or consummate any agreement or understanding with any Person person or entity relating to a an Acquisition Proposal. (b) Except with respect to , except for the transaction Merger contemplated hereinhereby. If Company or Stockholder, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and or any of their respective Representatives immediately to cease and terminateAgents, have provided any existing activities, including discussions person or negotiations entity (other than UniCapital) with any parties conducted heretofore with respect confidential information or data relating to any an Acquisition Proposal. (c) Seller , then they shall promptly request the immediate return thereof. The Company and the Stockholder shall notify Buyer UniCapital immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of its Subsidiaries this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or any of their respective Representatives13.3.

Exclusivity. Seller agrees as follows: (a) Except with respect to None of Company Entities nor any of the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will notStockholders shall, and it will the Company and each Stockholder shall cause its Subsidiaries and its and each of their respective Representatives directors, executive officers and all of their respective Affiliates not to, directly or indirectly, (i) initiate, solicit, facilitate, seek, knowingly solicit or encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person (other than Buyer and its Affiliates in connection with respect the transactions contemplated hereby) relating to or regarding a “Competing Transaction” (as this term is defined below) or accept any offer, or enter into any agreement or understanding, regarding or relating to a Competing Transaction or (ii) furnish any information regarding the Company Entities or the Business to any Person (other than Buyer and its Affiliates) in connection with any proposed Competing Transaction. If any Company Entity or any Stockholder receives from any Person an offer, inquiry or informational request regarding a Competing Transaction, the Company or such Stockholder, as applicable, will promptly advise (i) such Person, by written notice, of the exclusivity granted to Buyer hereunder, and (ii) Buyer that such offer, inquiry or informational request has been received and identify the Person. If any of the provisions of this Section 5.15 are breached and the transactions contemplated hereby are not consummated for any reason, the Company shall within ten business days after receipt of a written demand therefor with appropriate supporting documentation reimburse Buyer and its Affiliates for all out of pocket fees and expenses incurred before or after the date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the transactions contemplated hereby. The foregoing provisions are in addition to, and not in derogation of, any statutory or other remedy that Buyer and its Affiliates may have for a breach of this Section 5.15. (b) For purposes of this Agreement, the term “Competing Transaction” means any transaction or series of transactions which constitutes, either directly or indirectly: (i) a sale of assets of any of the Company Entities outside the ordinary and regular course of the Business; (ii) a sale of any of the shares of capital stock of the Company owned by any Stockholder; (iii) the sale or disposition issuance by the Company of any shares of its capital stock to any Person; (xiv) a sale or exclusive license of all or substantially all of the Facility Business; (v) any merger or consolidation involving the Company or any other Company Entity; or (yvi) any material Purchased Assts located at transaction which, if consummated, would delay or prevent the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition consummation of the transactions contemplated under this Agreement or repair in impair the Ordinary Course ability of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions withthe Company, any Person relating Stockholder or Buyer to consummate the transactions contemplated under this Agreement in a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposaltimely manner. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will Owners and Holdings shall not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, through any inquiries of their respective directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives or agents (collectively, "Representatives") or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person relating to the sale of the Stock or substantially all of Holdings or the making Subsidiaries assets or implementation of any proposal businesses whether through direct purchase, merger, consolidation, or offer other business combination (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than sales of franchises in the ordinary course) or relating to a sale or transfer of more than 25% of the outstanding stock of Holdings or the Subsidiaries (a "Proposal"). The Buyer acknowledges that Holdings and the Owners have previously actively marketed the sale of the business and the Stock and that the receipt of and response to a Proposal shall not constitute a breach of this SECTION 1.10 if such response does no more than indicate that (a) the Proposal has been received, (b) the Owners or Holdings have entered into an agreement with respect to the sale acquisition and (c) the Owners or disposition Holdings will not negotiate with the parties offering the Proposal at this time. In the event that the Owners or Holdings breach the agreement set forth in this SECTION 1.10 and within twelve (12) months after such breach, the Owners or Holdings close a transaction with a party contained in a Proposal then immediately upon such Closing, the Owners or Holdings, as applicable, shall pay, to Buyer the sum of Two Hundred Thousand Dollars (x$200,000.00) all or substantially plus all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person Parent's and Buyer's reasonable costs and expenses relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction transactions contemplated herein, Seller shall immediately cease including without limitation, fees and terminateexpenses of legal counsel, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminateaccountants, any existing activitiesinvestment bankers, including discussions brokers or negotiations finders, printers, copiers, consultants or other representatives for the services used, hired or connected with any parties conducted heretofore with respect to any Proposalthis Agreement. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Until the Closing occurs or this Agreement is terminated in accordance with its terms, Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller covenants and agrees that it will notneither Seller nor any of its equityholders, and it will cause its Subsidiaries and its and their respective Representatives not tomanagers, (i) initiatemembers, solicitconsultants, facilitate, seek, knowingly encourage agents or induceotherwise will, directly or indirectly, any inquiries (i) solicit, initiate or encourage the making submission of inquiries, proposals or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) offers from any Person other than Buyer with respect Purchaser, Purchaser Parent or their Affiliates or representatives relating in any way to (a) any investment in the sale Seller, (b) any acquisition of direct or indirect control of the Seller, (c) the purchase of any of the Purchased Assets, except for inventory sold in the ordinary course of business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or other disposition of any of the Purchased Assets, or (e) any business combination or other transaction involving the Seller, including without limitation, any merger, consolidation, acquisition, tender or exchange offer purchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the Seller (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a mergereach, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a an “Acquisition Proposal”), or (ii) engage participate in any discussions or negotiations concerning, regarding an Acquisition Proposal or provide any confidential information or data to, or have any substantive discussions with, furnish to any Person relating to a Proposal or any information for any purpose inconsistent with the foregoing, (iii) enter into otherwise cooperate in any way with, or consummate any agreement assist or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated hereinparticipate in, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminatefacilitate or encourage, any existing activitieseffort or attempt by any other Person to do or seek any of the foregoing or (iv) formulate or disclose any intention, including plan or arrangement inconsistent with the foregoing. Seller will (A) immediately notify Purchaser in writing if any discussions or negotiations with are sought to be initiated, any parties conducted heretofore inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal. , (cB) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and (C) in the event a third party makes a written offer or proposal to the Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of the members of Seller with respect to any Acquisition Proposal, the Seller will promptly send to Purchaser a complete copy of any such written offer or proposal. The Seller shall, and shall use commercially reasonable efforts to ensure that its Subsidiaries or managers, members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any of their respective RepresentativesPersons with respect to any Acquisition Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to Until the transactions contemplated by this Asset Purchase AgreementClosing Date, neither the Seller agrees that it will not, Company and it will cause its Subsidiaries and its and nor any Stockholder shall (or permit any other Person on their respective Representatives not behalf to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries solicit or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerningdiscussion with third parties, initiate, entertain, engage in or provide any confidential information or data torespond to offers, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested fromdiscussions, or enter into any negotiations agreement involving any transaction that has as its purpose a business combination involving or discussions related to a Proposal are sought to be initiated disposing of the whole or continued with, it part of the Company or any of its Subsidiaries or any other transaction that would prevent the transactions contemplated by this Agreement (each a “Proposal”). The Stockholders’ Representative will notify the Buyer as soon as practicable if any Person makes any proposal, offer, inquiry to or contact with the Company or any of their respective Representativesits Subsidiaries or any Stockholder with respect to any Proposal and shall describe in reasonable detail the identity of any such Person and the substance and material terms of any such contact and the material terms of any such proposal, offer or inquiry. The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Section 6.05 are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a party to perform its obligations under this Section 6.05, the Buyer shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of this Section 6.05 and to enforce specifically the provisions of this Section 6.05 in addition to any other remedy to which the Buyer may be entitled, at law or in equity. For purposes of this Agreement, “Proposal” shall include any proposed or actual (a) sale, merger, consolidation or similar transaction involving the Company or its Subsidiaries, (b) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets or properties of the Company or its Subsidiaries representing more than 10% of the consolidated assets, revenues, earnings before interest, tax, depreciation and amortization or profits of the Company or such Subsidiaries, or (c) sale or other disposition by the Company or any of its Subsidiaries (including by way of merger, consolidation or share exchange) of any interest or securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the Shares.

Exclusivity. Seller agrees as follows: (a) Except with respect The Vendor acknowledges and agrees that, commencing on the date of this Agreement and until the earlier of the Closing Time and the date on which this Agreement is terminated according to its terms (the transactions contemplated by this Asset Purchase Agreement“Exclusivity Period”), the Seller agrees that it will Purchaser shall have the sole and exclusive right to purchase the Purchased Assets and to carry out the Transactions contemplated hereunder. (b) During the Exclusivity Period, the Vendor shall not, and it will cause shall not authorize or permit any of its Subsidiaries and its and their respective Representatives not toofficers, (i) initiatedirectors, solicit, facilitate, seek, knowingly encourage employees or induceagents, directly or indirectly, any inquiries to: (i) solicit, initiate, encourage or induce the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of theman “Acquisition Proposal”) from any Person other than Buyer with respect person relating to the sale acquisition of any or disposition of (x) all or substantially all of the Facility Purchased Assets or (y) the shares of the Vendor or any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment amalgamation or other business combination or similar transaction (by the Vendor with any such proposal or offer being hereinafter referred to as a “Proposal”), or other person; (ii) engage participate in any discussions or negotiations concerning, or provide regarding any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or Acquisition Proposal; (iii) furnish any information to any person in connection with or in response to an Acquisition Proposal; or (iv) enter into or consummate execute any agreement letter of intent or understanding with any Person other binding or non-binding Contract contemplating or otherwise relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (c) Seller If the Vendor receives any Acquisition Proposal at any time during the Exclusivity Period, the Vendor shall promptly notify Buyer advise the Purchaser and provide to it all material facts contained in such Acquisition Proposal. (d) The Vendor hereby represents and warrants that it has suspended all prior discussions and negotiations, if any, with any inquiriesother person regarding any Acquisition Proposal. (e) The Vendor acknowledges that the agreements contained in this Section 5.1 are an integral part of the Transactions, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativesand that without these agreements the Purchaser would not enter into this Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase Agreementterms and conditions hereof, none of the Acquired Companies, the Seller agrees that it will not, and it will cause its Subsidiaries and its and or their respective Representatives not Affiliates shall take or permit any other Person on its behalf to take any action to encourage, initiate or engage in discussions or negotiations with, or provide any information to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person (other than Buyer with respect to and Buyer’s Representatives) concerning any purchase of the Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale or disposition of (x) all or substantially all of the Facility assets of the Acquired Companies or (y) any material Purchased Assts located at similar transaction involving the Facility Acquired Companies (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair sold in the Ordinary Course ordinary course of Business) pursuant to a mergerbusiness, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect subject to the transaction contemplated herein, provisions of Section 8.2). The Seller shall immediately cease and terminateshall, and it shall cause its Subsidiaries and its all of the Acquired Companies and their respective Representatives to, immediately to cease terminate any and terminateall negotiations or discussions with any third party regarding any proposal concerning any purchase of the Acquired Securities, any existing activitiesmerger or recapitalization involving the Acquired Companies, including discussions any sale of all or negotiations substantially all the assets of the Acquired Companies or other similar transaction and terminate the access of any Person (other than Buyer or its Representatives) to any electronic or virtual data room maintained in connection with any parties conducted heretofore with respect to any Proposal. (c) Seller of the foregoing. The Company shall promptly (and in any event within 48 hours of the occurrence of the relevant event) notify the Buyer orally and in writing if any bona fide inquiries, proposals or offers related to a Proposal requests for information concerning any purchase of the Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all the assets of the Acquired Companies or other similar transaction are received by, any confidential information or data is requested from, by the Company or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any Representatives of its Subsidiaries or any of their respective Representativesthe Company.

Exclusivity. Seller agrees as follows: (a) Except with respect From and after the date hereof until the Closing or termination of this Agreement pursuant to the transactions contemplated by this Asset Purchase AgreementArticle IX (Termination), the Seller agrees that it will not, and nor will it will cause authorize or permit any of its Subsidiaries and Subsidiaries, or its and or their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer concerning (including, without limitation, any proposal or offer to its stockholders or any of themA) from any Person other than Buyer with respect to the sale or disposition other conveyance of the Business, (xB) the sale or other conveyance of the Equity Interests or all or substantially all of the Facility or Purchased Assets (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course case of Businessclauses (A) pursuant to a and (B), whether by way of merger, acquisitionpurchase of capital stock, consolidation, recapitalization, liquidation, dissolution, equity investment purchase of assets or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”otherwise), or (C) a license of all or substantially all of the Business Intellectual Property related to the Business (an “Acquisition Proposal”); (ii) engage hold or participate in any negotiations concerningor discussions or enter into any agreements that would reasonably be expected to lead to, an Acquisition Proposal; (iii) make available to any Person any non-public information with respect to, or provide take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal. Seller shall immediately (w) cease, and shall cause its Subsidiaries and Representatives to immediately cease, and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (x) promptly inform Seller’s Representatives of its and their obligations pursuant to this Section, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal, and (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information or data to, or have previously furnished pursuant thereto. Seller shall be responsible for any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalactions taken by its Representatives and Subsidiaries in violation of this Section 4.6. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease notify Purchaser orally and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) in writing after receipt by Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or (or, to the Knowledge of Seller, by any of its or their respective Representatives) of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal, or (iv) any request for non-public information primarily relating to the Business or the Purchased Assets or for access to any of the properties, books or records of Seller by any Person other than Purchaser not in the ordinary course of business consistent with past practice or that Seller reasonably believes would not be expected to lead to an Acquisition Proposal. Such notice shall describe (A) the terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request, and (B) subject to the observance of any applicable confidentiality provision in effect on the date hereof, the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. Seller shall keep Purchaser promptly and fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any meeting of Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss any Acquisition Proposal.

Exclusivity. Seller agrees as follows: (ai) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that neither it nor any of its Affiliates nor any of the officers and directors of it or any of its Affiliates will, and that it will not, and it will use its best efforts to cause its Subsidiaries and its Affiliates' employees, agents and their respective Representatives representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectlyindirectly (A) initiate or solicit any inquiries, any inquiries or the making or implementation of any proposal or offer with respect to, (1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller or any of its Affiliates, (2) any purchase or sale of 33% or more of the consolidated assets (including, without limitation, stock or assets of Seller's Affiliates) of Seller and its Affiliates, taken as a whole, or (3) any purchase or sale of, or tender or exchange offer for, Seller's equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing in excess of 33% of the power to vote for the election of a majority of directors of Seller (any such proposal, offer or transaction (other than a proposal or offer to its stockholders made by Buyer or any of theman Affiliate thereof) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to in this Agreement as a “an "Acquisition Proposal”"), or (iiB) engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any substantive discussions with, to any Person relating to a Proposal an Acquisition Proposal, (C) knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (D) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iiiE) approve or recommend, or propose to approve or recommend, or execute or enter into or consummate into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or understanding with other similar agreement or propose publicly or agree to do any Person relating of the foregoing related to a any Acquisition Proposal. (bii) Except with respect Notwithstanding anything in this §5(g)(ii) to the transaction contrary, (A) nothing in this Agreement shall restrict Seller from filing a Current Report on Form 8-K describing this Agreement and the transactions contemplated hereinby this Agreement and by any other agreements being entered into by Seller on the date of this Agreement (which filing may include this Agreement as an exhibit) promptly after the date of this Agreement or from complying with its obligations under the Securities Act of 1933, as amended, the Securities Exchange Act and any other Law; provided, however, that such filing of Form 8-K shall comply with §6(d); (B) Seller's board of directors may authorize Seller to engage in discussions or negotiations with any Person who (without any solicitation or initiation, directly or indirectly, by Seller or any officer, director, employee, agent or representative of Seller (collectively, the "Representatives") after the date of this Agreement) seeks to initiate such discussions or negotiations and may furnish such Person information concerning and access to Seller and its Subsidiaries and their respective businesses, properties and assets, and Seller's board of directors may direct its Representatives to cooperate with and be available to consult with any such Person; provided that in the case of this clause (B), Seller's board of directors shall have determined in the exercise of its fiduciary duties that such action is in the best interests of Seller's Stockholders; (C) following receipt of an Acquisition Proposal that is financially superior to this Agreement (as determined in good faith by Seller's board of directors), Seller's board of directors may withdraw, modify or not make its recommendation in favor of this Agreement; provided that in the case of this clause (C), Seller's board of directors shall have concluded in good faith that such action is necessary in order for it to act in a manner that is consistent with its fiduciary obligations; and (D) Seller's board of directors may take and disclose to Seller Stockholders any position required under the Securities Exchange Act; provided that, in each case referred to in the foregoing clauses (B), (C) and (D), Seller shall not engage in negotiations with, or disclose any nonpublic information to, any Person unless it receives from such Person an executed confidentiality agreement on terms and conditions deemed to be appropriate by Seller's board of directors and its counsel and financial advisors. Seller shall immediately cease and terminatecause to be terminated any existing solicitation of, and it shall cause its Subsidiaries and its and their respective Representatives immediately any discussion or negotiation conducted prior to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the date of this Agreement by it or any of its Subsidiaries Representatives with respect to any Acquisition Proposal. Except to the extent Seller's board of directors deems it necessary not to do so in the exercise of its fiduciary obligations, Seller will promptly notify Buyer of the receipt of any Acquisition Proposal, including the identity of the Person or group making such Acquisition Proposal and the material terms and conditions of such Acquisition Proposal. Nothing in this §5(g)(ii) shall (x) permit Seller to terminate this Agreement (except as specifically provided in §9 of this Agreement) or (y) affect any other obligation of their respective RepresentativesSeller under this Agreement.

Exclusivity. Seller agrees as follows: (a) Except For the period from the date hereof until December 31, 1996 (the "Exclusivity Period"), neither CyberGate nor the Shareholders shall, nor shall CyberGate or the Shareholders authorize or permit any of their respective affiliates to, nor shall CyberGat 44 or the Shareholders authorize or permit any officer, director or employee of CyberGate or the Shareholders, or any investment banker, attorney or other adviser or representative of, CyberGate, any of its affiliates or the Shareholders to, (A) solicit or initiate, or encourage the submission of, or respond to inquiries or proposals regarding, any takeover proposal (as defined below) with respect to the transactions contemplated CyberGate or any issuance of equity or debt securities by this Asset Purchase AgreementCyberGate ("proposed securities issuance"), the Seller agrees that it will not(B) enter into any agreement, and it will cause its Subsidiaries and its and their respective Representatives not arrangement or understanding with respect to any takeover proposal or proposed securities issuance, or (C) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal or proposed securities issuance, other than a transaction with ACSI; provided that upon expiration of the Exclusivity Period (or any subsequent 7-day period contemplated by this proviso) the Exclusivity Period shall be extended for an additional 7 days unless either party has provided prior written notice to the other party that it does not desire to so extend the Exclusivity Period. (b) CyberGate or the Shareholders, as the case may be, will immediately notify ACSI of the occurrence of any takeover proposal or any proposed securities issuance. (c) For purposes of this Agreement, "takeover proposal" means (A) any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a substantial amount of assets of CyberGate or the Subsidiaries or of any voting securities of, or equity interest in, CyberGate or the Subsidiaries (including, without limitation, from the Shareholders) or which would require approval under any proposal federal, state or offer local law, rule, regulation, judgment, injunction or other governmental rule governing or relating to its stockholders the current or contemplated business operations of CyberGate or the Subsidiaries, or any merger, consolidation, business combination, sale of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all a material portion of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidationassets, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving CyberGate or the Subsidiaries or any other transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated hereby or which would reasonably be expected to dilute materially the benefits to ACSI of the transactions contemplated hereby and (B) any such inquiry, proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in from any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal any direct or indirect acquisition or purchase, by operation of law or otherwise of any beneficial interest in equity securities of CyberGate or the Subsidiaries (iiior interest therein) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to beneficially owned by the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries Shareholders or any of their respective Representativesassociates or affiliates.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiateUntil the expiry of the Standstill Period, solicit, facilitate, seek, knowingly encourage or induceno Seller nor any of its Representatives shall, directly or indirectly, solicit, initiate, knowingly encourage, participate in negotiations with, provide any inquiries information to, enter into any agreement with or the making or implementation of otherwise cooperate in any proposal or offer (including, without limitationway in connection with, any proposal or offer to its stockholders or Third Party concerning any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or Competing Transaction. (ii) engage Each Seller shall promptly (and in any negotiations concerningevent within twenty four hours of the occurrence of the relevant event) notify the Acquirer orally and in writing of any proposals or inquiries (including without limitation requests for information concerning the Company) received by such Seller from a Third Party on or after the date hereof concerning a potential Competing Transaction, the identity of the Third Party making the inquiry or proposal and the terms and conditions thereof; provided that if any portion of such disclosure would be a breach of any existing obligation to maintain confidentiality in effect on or prior to the date hereof, such Seller shall provide as much of the required disclosure as it can without breaching such existing obligation, and in all events and at a minimum, each Seller shall notify the Acquirer of receipt of all oral and written inquiries regarding any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or Competing Transaction. (iii) enter into or consummate any agreement or understanding with any Person relating Each Seller agrees to a Proposal. (b) Except with respect to cease, immediately following the transaction contemplated hereinexecution of this Agreement, Seller shall immediately cease and terminateall communications, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore Third Party with respect to any Proposalpossible Competing Transaction. (iv) For the purpose of this Clause 3.2, the term “Competing Transaction” shall mean any of the following involving the Company and/or either of the Sellers or their Representatives, including by means of a transaction with the Company’s shareholders: (a) any merger, consolidation, business combination, recapitalization, or other similar transaction, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more of the consolidated assets of the Company taken as a whole, (c) Seller shall promptly notify Buyer if any inquiries, proposals tender offer or offers related to exchange offer for 25% or more of the current shares outstanding of the Company on an aggregate basis by the Sellers acting together or as a Proposal are received by, any confidential information or data is requested fromcombination, or any negotiations (d) sale, transfer or discussions related to a Proposal are sought to be initiated other disposition of all or continued with, it or any part of its Subsidiaries or any of their respective Representativesthe shares held by the Sellers in the Company.

Exclusivity. Seller agrees as followsSellers agree that, commencing on the date hereof through the Closing or earlier termination of this Agreement, Buyers shall have the exclusive right to consummate the transactions contemplated herein, and during such exclusive period, Sellers agree that neither Sellers, nor any shareholders, members, manager, director, officer, employee or other representative of Sellers: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage solicit or induceencourage, directly or indirectly, any inquiries inquiries, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction involving, or any purchase of, all or any portion of the Stations Assets (any such inquiry, proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”" and any such transaction being hereinafter referred to as an "Acquisition"), or ; (iib) will engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; or (iiic) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, will continue any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if Acquisition Proposal or Acquisition and Sellers will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken by them in this Section 9.6. Notwithstanding the foregoing, in the event that Buyers default in any inquiries, proposals material respect in the observance or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any in the due and timely performance of its Subsidiaries or any of their respective Representativescovenants or agreements herein contained and such default shall not be cured within fifteen (15) business days of notice of default served by Sellers, Sellers' obligations under this Section 9.6 shall be null and void.

Exclusivity. Seller agrees as follows: (a) Except with respect to Each of the transactions contemplated by this Asset Purchase Agreement, Company and the Seller agrees that it will not, shall not (and it will shall cause its Subsidiaries their respective Affiliates and each of its and their respective Representatives officers, directors and representatives not to) directly or indirectly (a) solicit, (i) initiate, solicit, facilitate, seek, knowingly facilitate or encourage or induce, directly or indirectly, any inquiries or the making or implementation submission of any inquiry, proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or assets (includingother than for sales of assets in the ordinary course of business) of, without limitationthe Company or the Seller, any proposal or offer to its stockholders as applicable, or any of them) from their respective Subsidiaries (including any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to acquisition structured as a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction exchange) (any such proposal or offer being hereinafter referred to as a offer, an “Acquisition Proposal”), (b) engage, continue or (ii) engage participate in any discussions or negotiations concerningregarding, or provide furnish or cause to furnish any confidential information or data with respect to, any Acquisition Proposal, (c) approve, endorse or have any substantive discussions withrecommend, or propose publicly to approve, endorse or recommend, any Person Acquisition Proposal, (d) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to a any Acquisition Proposal or (iiie) enter into resolve to propose or consummate agree to do any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to of the transaction contemplated hereinforegoing. Without limiting the generality of the foregoing, Seller the Company and the Purchaser shall immediately cease and terminateshall cause their respective Subsidiaries to, and it shall cause its Subsidiaries and its and their respective Representatives immediately officers, directors, representatives and Affiliates to cease and terminate, cause to be terminated any existing activities, including discussions or negotiations with any parties Person, conducted heretofore with respect prior to the date hereof explicitly related to any Acquisition Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will shall not, and it will cause Seller shall require its Subsidiaries directors, officers, employees, agents, advisors or other representatives (including each financial advisor and its and their respective Representatives attorney of Seller) not to, (ia) solicit, initiate, solicit, facilitate, seekassist or encourage action by, knowingly encourage or inducediscussions with, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect relating to the sale or disposition of (x) all or substantially all possible acquisition of the Facility Business or (y) any material of the Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition Assets or repair in the Ordinary Course of Business) pursuant to a any merger, acquisitionreorganization, consolidation, recapitalization, liquidationbusiness combination, dissolution, equity investment liquidation or similar transaction involving the Business or the Purchased Assets (any such proposal or offer being hereinafter referred to as a an “ProposalAlternative Transaction”), or (iib) engage participate in any negotiations concerningregarding, or provide any confidential furnish information or data with respect to, any effort or have any substantive discussions with, attempt by any Person relating to a Proposal do or (iii) enter into or consummate to seek any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Alternative Transaction. Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if promptly (and, in any case, within one (1) Business Day) of any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any discussions or negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Seller or any of its Subsidiaries Seller’s directors, officers, employees, agents, advisors or other representatives concerning an Alternative Transaction indicating, in connection with such notice, the names of the parties and the material terms and conditions of any proposal or offer and, in the case of their respective Representativeswritten materials, providing copies of such materials, all of which shall be deemed to be Confidential Information of Seller. Seller agrees to keep Buyer informed, on a prompt basis (and, in any case, within one (1) Business Day of any significant development), of the status and terms of any such proposals or offers. Seller agrees to immediately cease and cause to be terminated any existing activities, discussions or negotiations with respect to any potential Alternative Transaction or similar transaction or arrangement. Seller agrees to take the necessary steps to promptly inform the [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. individuals or entities referred to in the first sentence of this Section 4.12 of the obligations undertaken hereunder.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date of this Asset Purchase AgreementAgreement until the First Merger Effective Time or, if earlier, the Seller agrees that it will valid termination of this Agreement in accordance with Section 10.01, Acquiror shall not, and it will shall use its reasonable efforts to cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) initiate, solicit, facilitate, seek, solicit or knowingly encourage or induce, directly or indirectly, knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer (including, without limitation, that constitutes any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Competing Proposal”), or ; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal any proposal, offer, inquiry or request for information that constitutes any Competing Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal; (iv) execute or enter into or consummate into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or understanding with any Person other similar agreement for or relating to a any Competing Proposal; or (v) resolve or agree to do any of the foregoing. (b) Except with respect to Acquiror also agrees that immediately following the transaction contemplated herein, Seller shall immediately cease and terminateexecution of this Agreement it shall, and it shall use its reasonable efforts to cause its Subsidiaries and its and their respective Representatives immediately to to, cease and terminateany solicitations, any existing activities, including discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with respect a Competing Proposal. Acquiror shall promptly (and in any event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal. For the avoidance of doubt, nothing contained in this Agreement shall prohibit Acquiror from taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or from making any disclosure to Acquiror’s stockholders if, in the good faith judgment of the Acquiror Board, after consultation with its financial advisors and outside counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Acquiror nor Acquiror Board nor any committee thereof shall, except as specifically permitted by Section 8.02(d), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the Acquiror Board Recommendation, or propose to approve or recommend, a Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreements, the Acquiror Board may furnish information to, and enter into discussions with, a person who has made a Competing Proposal, and the Acquiror Board has (i) determined, in its good faith judgment (after having received the advice of a financial advisor and independent legal counsel, who may be Acquiror’s regularly engaged independent legal counsel), that such Competing Proposal constitutes a Superior Proposal, or is reasonably likely to result in a Superior Proposal, (ii) determined, in its good faith judgment after consultation with independent legal counsel (who may be Acquiror’s regularly engaged independent legal counsel), that, in light of such Competing Proposal, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to Acquiror and its stockholders under applicable Law, (iii) provided written notice to the Company of its intent to furnish information or enter into discussions with such person at least three (3) business days prior to taking any such action, and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to Acquiror than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting Acquiror from satisfying its obligations under this Agreement); provided further that Acquiror shall concurrently make available to the Company and its Representatives any information concerning the Acquiror and its Subsidiaries that is provided to any Proposalsuch Person and that was not previously made available to the Company. (c) Seller shall promptly notify Buyer For purposes of this Agreement, “Competing Proposal” means (other than the Transactions): (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving Acquiror; (ii) any sale, lease, exchange, transfer or other disposition of all or a substantial part of the assets of the Acquiror; (iii) any sale, exchange, transfer or other disposition of 15% or more of any class of equity securities of Acquiror; (iv) any tender offer or exchange offer that, if consummated, would result in any inquiries, proposals person beneficially owning 15% or offers related more of any class of equity securities of Acquiror; or (v) any solicitation in opposition to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any approval and adoption of its Subsidiaries or any of their respective Representativesthis Agreement by Acquiror’s stockholders.

Exclusivity. Seller agrees as follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementPre-Closing Period, the Seller agrees that it will Company shall not, and it will shall cause its Subsidiaries controlled Affiliates, subsidiaries and its and their respective Representatives representatives, officers, agents, Affiliates, equityholders and any other person acting on its behalf (the “Related Parties”), not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (i) solicit or take any action to facilitate or encourage any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its stockholders or any of them) from any Person or group of Persons other than Buyer Artius and the Sponsor and with respect to the sale or disposition of PIPE Investment, the PIPE Investors (xand their respective representatives, acting in their capacity as such) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “ProposalCompeting Buyer”)) that may constitute, or would reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in in, any discussions or negotiations concerningwith any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through the Data Room) any information relating to the Acquired Companies or any of their assets or businesses, or provide afford access to the assets, business, properties, books or records of the Acquired Companies 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; (iv) approve, endorse or recommend any confidential information Competing Transaction; or data (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 intention to do so. The Company shall, and shall cause its Related Parties, and its and their representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalCompeting Transaction. (b) Except with respect During the Pre-Closing Period, subject to the transaction contemplated hereinright to withdraw or modify the Artius Board Recommendation in accordance with Section 6.10(b), Seller Artius shall immediately cease and terminatenot, and it shall cause its Subsidiaries Related Parties not to, 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 and representatives, acting in their respective Representatives immediately capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to cease and terminatelead to, a Artius Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect Alternative Target regarding a Artius Competing Transaction; (iii) furnish (including through the Data Room) any non-public information relating to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Artius or any of its Subsidiaries assets or businesses, or afford access to the assets, business, properties, books or records of Artius 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, a Artius Competing Transaction; (iv) approve, endorse or recommend any Artius Competing Transaction; or (v) enter into a Artius Competing Transaction or any agreement, arrangement or understanding (including any letter of their respective Representativesintent or term sheet) relating to a Artius Competing Transaction or publicly announce an intention to do so. Artius shall, and shall cause its Related Parties 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 Artius Competing Transaction.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, and it will cause its Subsidiaries directors, officers, managers, employees, Affiliates and its other agents and their respective Representatives not to: (a) encourage, (i) initiate, solicit, facilitate, seek, knowingly encourage seek or inducerespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or any of its Subsidiaries, or which would reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a “Proposal”), (b) continue, engage in, initiate or (ii) engage in otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal Proposal, (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal, or (iiid) enter into or consummate any agreement or understanding a Contract with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, . The Seller shall immediately cease notify the Buyer in writing promptly (and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, in any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. event within two (c2) Seller shall promptly notify Buyer Business Days after the receipt of) if (i) any inquiries, proposals or offers related to a Proposal are received by, (ii) any confidential information or data is requested from, or (iii) any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any other agents and Representatives of its Subsidiaries or the Seller and shall, in any such notice to the Buyer, identify the terms and conditions of their respective Representativesany such Proposal and shall provide the Buyer with copies of any written materials in connection therewith, but shall not be required to disclose the identity of any Person making any such Proposal.

Exclusivity. Seller agrees as follows: (a) Except with respect to From the transactions contemplated by date hereof until the earlier of the Closing or the valid termination of this Asset Purchase Agreement, the Seller hereby covenants and agrees that it will not, and it will cause and instruct its Subsidiaries Affiliates (including the Acquired Companies) not to, and will use reasonable best efforts to cause and instruct its and their respective Representatives not to, directly or indirectly: (a) solicit or knowingly encourage, or take any other action to knowingly facilitate, the making of any proposal relating to, any Competing Transaction, (b) enter into discussions or negotiate with any Person with respect to any Competing Transaction or (c) knowingly endorse or agree to endorse, or enter into any definitive agreement with any Person with respect to, any Competing Transaction. Promptly following the receipt of any written inquiry, proposal or other communication (or any bona fide oral inquiry, proposal or other communication) relating to a Competing Transaction (and in any event within two (2) Business Days thereafter), the Seller agrees to notify the Purchaser of such receipt and provide a description, in reasonable detail, of all material terms of such inquiry or proposals or, in the case of any written inquiry or proposal, a copy thereof. For purposes of this Agreement, a “Competing Transaction” means any of the following: (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalizationshare exchange, liquidationbusiness combination, dissolutionjoint venture, equity investment partnership, or similar transaction (or series of transactions) involving any such proposal or offer being hereinafter referred to as a “Proposal”), or of the Acquired Companies; (ii) engage in any negotiations concerningsale, lease, license, exchange, mortgage, pledge, transfer or provide other disposition of a material portion of the assets of any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or of the Acquired Companies; (iii) enter into any transaction contemplating either the issuance by the Acquired Companies of any equity interests, or consummate any agreement the acquisition (directly or understanding with indirectly) by any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or of any of its Subsidiaries the any Acquired Company’s equity interests; or (iv) any of their respective Representativessimilar transaction, in each case other than the transactions contemplated by this Agreement or the Ancillary Agreements.

Exclusivity. Seller agrees as follows: (a) Except with respect to The Company and the transactions contemplated by this Asset Purchase AgreementRestricted Persons agree that, during the Exclusivity Period (as defined below), the Seller agrees that it Company will not, and it will cause each of its Subsidiaries and its and their respective Representatives directors, officers, employees, representatives, agents, Subsidiaries, Affiliates, or Stockholders not to, directly or indirectly: (i) initiate, solicit, facilitate, seekinitiate, knowingly encourage or induce, directly or indirectly, knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer (including, without limitation, any proposal or offer to its stockholders or any of them) offers from any Person other than Buyer with respect to the sale person or disposition of entity concerning (x) all any transfer or substantially all sale of assets of the Facility Company or any Subsidiary (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair not in the Ordinary Course of Business), (y) pursuant to a mergerthe issuance of any capital stock or other equity or debt interests of the Company or any Subsidiary, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment other than capital stock issued upon exercise or similar transaction (any such proposal conversion of presently outstanding exercisable or offer being hereinafter referred to as a “Proposal”)convertible securities, or (z) any acquisition, business combination, amalgamation, change of control or other similar transaction involving the Company or any Subsidiary, (ii) engage in have any negotiations concerning, discussion with or provide any confidential information or data to, to any person or have any substantive discussions with, any Person entity relating to a Proposal any such inquiry, proposal or offer, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Stockholder, any such proposal or offer, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into or consummate into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or understanding with other similar agreement related to any Person relating such proposal or offer, or propose, whether publicly or to a Proposal. (b) Except with respect any director or Stockholder, or agree to do any of the transaction contemplated hereinforegoing related to any such proposal or offer. The Company will instruct its representatives to, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, terminate any existing activitiesdiscussion, including discussions or negotiations negotiation with any third parties conducted heretofore by the Company or any of its representatives with respect to any Proposal. of the foregoing. The Company will promptly advise Buyer of, and communicate to Buyer in writing the terms and conditions of (c) Seller shall promptly notify Buyer if any inquiries, proposals and the identity of the person or offers related to a Proposal are received byentity making), any confidential information such inquiry, proposal or data is requested fromoffer received subject to, and only to the extent of, applicable contractual obligations of the Company under non-disclosure or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any similar agreements existing as of its Subsidiaries or any the date of their respective Representativesthis Agreement.

Exclusivity. Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will The Consortium Shareholders shall not, and it will shall cause its Subsidiaries their respective Affiliates and its and their respective Representatives not to, directly or indirectly: (i) initiateenter into, solicit, facilitateinitiate or continue any discussions or negotiations with, seek, knowingly or encourage or inducerespond to any inquiries, directly indications of interest, offers or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”)proposals by, or (ii) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any Person relating person or other entity or “group” within the meaning of Section 13(d) of the United States Securities Exchange Act of 1934, as amended, concerning an Alternative Transaction; (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to a Proposal 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) enter into commence, continue or consummate renew any due diligence investigation regarding any Alternative Transaction, provided that the execution, delivery and performance of this agreement or understanding with any Person relating to and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby shall not be deemed a Proposalviolation of this clause. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminateEach Consortium Shareholder shall, and it shall cause its Subsidiaries and its Affiliates and their respective Representatives to, immediately to cease any and terminate, any all existing activities, including discussions or negotiations with any parties person conducted heretofore prior to entering into this agreement with respect to any ProposalAlternative Transaction. (c) Seller If a Consortium Shareholder or its Representative receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the completion of the transactions contemplated under the Business Combination Agreement, then such Consortium Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Consortium Shareholder becomes aware of such inquiry or proposal) notify Buyer if such person in writing that such Consortium Shareholder is subject to an exclusivity agreement with respect to the transactions contemplated under this agreement that prohibits such Consortium Shareholder from considering such inquiry or proposal. Without limiting the foregoing, the Consortium Shareholders agree that any inquiries, proposals or offers related to violation of the restrictions set forth in this clause by a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it Consortium Shareholder or any of its Subsidiaries Affiliates or any of their respective RepresentativesRepresentatives shall be deemed to be a breach of this clause by such Consortium Shareholder.

Exclusivity. Provided that none of the Buyers is in breach of this Agreement, Seller agrees as follows: that neither Seller nor any of its members or officers shall, and that they shall cause their Affiliates, employees, agents and Representatives (including any investment banker, attorney or accountant retained by them) not to (and shall not authorize any of them to) directly or indirectly: (a) Except solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal from any Person (other than the Buyers) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities of Seller, business combination involving Seller, or other takeover or business combination transaction involving Seller or any sale of the Acquired Assets other than in accordance with this Agreement (each an “Alternate Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or otherwise cooperate in any respect with, any Alternate Proposal; (c) engage in discussions with any Person with respect to any Alternate Proposal (except to inform such Person that these restrictions exist); (d) approve, endorse or recommend any Alternate Proposal; or (e) enter into any letter of intent or similar document or any contract, agreement, arrangement, understanding or commitment contemplating any Alternate Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Asset Purchase Agreement, the . The Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease any and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any all existing activities, including discussions or negotiations with any parties Third Parties conducted heretofore with respect to any Alternate Proposal. The obligations set forth in this Section 6.5 shall terminate upon the earlier of (i) the termination of this Agreement in accordance with Section 10.1 hereof or (ii) the Closing Date. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, the Seller agrees that it will not, Company shall not and it will shall cause its Subsidiaries employees, shareholders, agents and its representatives (including, without limitation, any investment banking, legal or accounting firm retained by any of them and their respective Representatives any individual member or employee of the foregoing) (each, an "Agent") not to, : (i) initiate, solicit, facilitate, solicit or seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders shareholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment dissolution or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such transaction being hereinafter referred to as an "Acquisition" and any such proposal or offer being hereinafter referred to as a “an "Acquisition Proposal”"), or ; (ii) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any Person person relating to a Proposal or an Acquisition Proposal; (iii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal; or (iv) enter into or consummate any agreement or understanding with any Person relating to a an Acquisition Proposal. , except for the Merger contemplated hereby. If the Company or its Agents have provided any Person (bother than Parent or its Agents or the Company's Agents) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect confidential information or data relating to any Proposal. (c) Seller an Acquisition Proposal other than the Confidential Offering Memorandum, they shall promptly request the immediate return thereof. The Company shall notify Buyer Parent immediately if any inquiries, proposals or offers related to a an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to a an Acquisition Proposal are sought to be initiated or continued with, it the Company, its directors, officers, 10% shareholders or investment bankers. (b) In the event that the Company, any of its Subsidiaries Company Shareholder, or any of their respective RepresentativesAffiliates or Agents takes any of the actions prohibited under the preceding subsection (a), and the Company enters into an agreement with respect to, or consummates, an Acquisition other than the Merger contemplated hereby at any time prior to March 31, 1999, then the Company shall immediately pay to Parent, as liquidated damages and not as a penalty, the sum of FIVE MILLION DOLLARS ($5,000,000). Parent and the Company acknowledge that such payment is reasonable compensation to Parent as a result of such breach. (c) This Section 5.04 shall terminate if Parent fails to make any scheduled advance to the Company under the Credit Agreement and such failure constitutes a breach of the Credit Agreement which remains uncured ten days after written notice thereof from the Company to Parent.

Exclusivity. (a) Seller Group agrees as followsthat until the earlier of the Closing and the termination of this Agreement, it shall not, and shall ensure that none of its Seller Representatives or Affiliates shall, directly or indirectly: (ai) Except solicit, initiate, seek, encourage or facilitate the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Buyer or an Affiliate of Buyer) relating to, in connection with, or that would reasonably be expected to lead to a possible Acquisition Transaction; or (ii) enter into, participate in or encourage any discussions or negotiations or enter into any agreement with, or provide any nonpublic information (whether written or oral) to, any Person (other than Buyer or an Affiliate of Buyer) relating to or in connection with respect a possible Acquisition Transaction or an expression of interest, inquiry, proposal or offer that would reasonably be expected to lead to a possible Acquisition Transaction; or (iii) accept any proposal or offer from any Person (other than Buyer or any Affiliate of Buyer) relating to or in connection with a possible Acquisition Transaction; or (iv) otherwise facilitate any directed effort or attempt by any Person (other than Buyer or an Affiliate of Buyer) to make a proposal or offer concerning a possible Acquisition Transaction. (b) For purposes of this Section 5.4, “Acquisition Transaction” shall mean any transaction directly or indirectly involving the sale, license, disposition or acquisition of all or a material portion of the Business, Purchased Assets and Target Companies or a transaction (substantively similar in effect) that would reasonably be expected to replace or impair the consummation of the transactions contemplated by this Asset Purchase Agreement, Agreement and the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a ProposalAncillary Agreements. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees Until the earlier of the Closing and such time as follows: (a) Except this Agreement is terminated in accordance with respect to Article IX, none of the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will not, and it will cause its Subsidiaries and its and Acquired Companies or any of their respective Representatives not toofficers, (i) initiatedirectors, solicitemployees, facilitate, seek, knowingly encourage Affiliates or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer representatives (including, without limitation, any of their respective investment bankers, attorneys, accountants or other advisors), will, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information or assistance) or take any other action to facilitate, any inquiries with respect to a potential or actual Alternative Transaction (as defined below) or the making of any proposal or offer that constitutes, or may or is reasonably likely to lead to, any Alternative Transaction, or enter into, maintain or continue discussions or negotiate with any Person or entity in furtherance of such inquiries or any Alternative Transaction or agree to endorse or support any Alternative Transaction. “Alternative Transaction” shall mean any of the following involving the Acquired Companies (other than those involving Parent, Merger Sub or any of their Affiliates): (a) a merger, consolidation, share exchange or other business combination, reorganization, recapitalization or other similar transaction involving the Acquired Companies or any Affiliate of the Acquired Companies that holds assets necessary for the conduct of the businesses conducted directly or indirectly by the Acquired Companies (a “Business Affiliate”); (b) any direct or indirect sale, lease, exchange, transfer or other similar disposition of any material portion of the assets of the Acquired Companies, taken as a whole; (c) any proposal or offer to its stockholders acquire any of the outstanding equity securities of any of the Acquired Companies; (d) any debt or equity financing or refinancing transaction involving any Business Affiliate; or (e) the announcement of an intention to do any of the foregoing or any of them) from any Person other than Buyer with respect agreement to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) 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 or (iii) enter into or consummate any agreement or understanding with any Person relating to a Proposalof the foregoing. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representatives.

Exclusivity. Seller agrees as follows: (a) Except with respect to From and after the transactions contemplated by date of this Asset Purchase Agreement, the Seller agrees that it will Company shall not, and it will shall cause its Subsidiaries Affiliates and its and their its Affiliates’ respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) solicit, initiate, encourage or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer Parent, Merger Sub or their Representatives (an “Alternate Bidder”) relating to or in connection with respect to the sale a proposal or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to offer for a merger, acquisition, consolidation, recapitalizationamalgamation, liquidationbulk reinsurance, dissolutionbusiness combination, equity investment sale or transfer of properties or assets or sale of any LP Units (including by way of a tender or exchange offer), or similar transaction involving the Target Companies or any part of the Business, whenever conducted (any such proposal in each case, other than as permitted under Section 6.01 or offer being hereinafter referred to as a in connection with the acquisition, disposition or custody of investment assets in the ordinary course of business, an “Acquisition Proposal”), (b) participate in or (ii) engage in attend any discussions or negotiations concerningor enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any confidential information to, any Alternate Bidder relating to or data in connection with any Acquisition Proposal by such Alternate Bidder or (c) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any Person relating to a Proposal. (b) Except with respect to Alternate Bidder. In the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it event that the Company or any of its Subsidiaries Affiliates or any of their its or its Affiliates’ respective RepresentativesRepresentatives receives an Acquisition Proposal, the Company shall promptly notify Parent and Merger Sub 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.