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. 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 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: 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 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: 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: (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: (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 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 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. 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 Until the earlier of the Closing or the termination of this Agreement in accordance with respect to the transactions contemplated by this Asset Purchase AgreementArticle VII, the each Seller agrees that it will notneither such Seller, and it will cause nor any of its Subsidiaries and controlled Affiliates or any of its and their respective Representatives not toor its controlled Affiliates’ directors, (i) initiateofficers, solicitmanagers, facilitateemployees, seekattorneys, knowingly encourage investment bankers, accountants, agents, advisors or induceother representatives shall, directly or indirectly, solicit, initiate or engage in (including by way of furnishing information) or participate in any inquiries discussions or the making negotiations regarding or implementation furnish any action with respect to any negotiations, proposals, or offers 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 kind with respect to the sale or disposition of (x) all such Seller or substantially part or 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 its Spending Account Business in the Ordinary Course case of Business) pursuant to a MII Life or the Units in the case of Aware (in each case, whether by asset sale, merger, acquisition, consolidationbusiness combination, reorganization, recapitalization, liquidationunit issuance, dissolutionunit issuance, debt or equity investment investment, consolidation or similar transaction (any such proposal or offer being hereinafter referred to as transaction). If a “Proposal”)Seller, 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 Affiliates or any of its or its Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives receives an offer to purchase or acquire (in each case, whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction) all or any part of SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (5) Business Days of the receipt of such offer, provide written notice of such offer to Buyer along with the details thereof (including the identity of such Person and copies of any proposals and the specific terms and conditions discussed or proposed). During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement, Sellers shall exercise their respective Representativesrights under any confidentiality agreement with any Person (other than Buyer) relating to a proposed transaction to direct such Person to return or destroy any confidential information of Sellers provided thereunder.

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 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. 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 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 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 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. 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. 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: 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: (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 any negotiations or discussions related to a Proposal are sought to be initiated or continued withits Representatives). For purposes of this Section 6.5, it or any of its Subsidiaries or any of their respective Representatives.the term “

Exclusivity. Seller agrees as follows: Carp▇▇▇▇▇ ▇▇▇ 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, Carp▇▇▇▇▇ ▇▇▇ 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, Carp▇▇▇▇▇'▇ ▇▇▇ the Company's obligations under this Section 6.10 shall be null and void.

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 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. 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 and after 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 its terms, ASD shall, and it will cause shall not permit its Subsidiaries and any of its and their respective Representatives not officers, directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents (“Representatives”) to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any Person (iother than Buyers and their Affiliates) initiateconducted heretofore with respect to, solicitor that could reasonably be expected to lead to, facilitatea B&K Acquisition Proposal. From and after the date of this Agreement until the Closing or, seekif earlier, knowingly encourage the termination of this Agreement in accordance with its terms, ASD shall not, nor shall it permit any of its Subsidiaries or inducethe Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage the making of a B&K Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding with respect to a B&K Acquisition Proposal or (iii) participate in any discussions or negotiations regarding, or furnish or disclose to any Person (other than Buyers and their Affiliates) any non-public information with respect to ASD or its Subsidiaries or Affiliates in connection with any inquiries or the making or implementation of any proposal that constitutes or offer (includingcould reasonably be expected to lead to any B&K Acquisition Proposal. “B&K Acquisition Proposal” means any inquiry, without limitation, any proposal or offer from any Person (other than Buyers or their Affiliates) to its stockholders acquire or purchase from ASD, any Subsidiary of ASD or any of them) from the Joint Ventures, all or any Person other than Buyer with respect material part of the revenues, income or assets of the B&K Business (whether in one transaction or a series of related transactions and whether pursuant to the sale or disposition of (x) all purchase of equity securities of any Subsidiary of ASD or substantially all of the Facility or Joint Ventures, (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, acquisitionexchange, consolidation, recapitalization, liquidation, dissolution, equity investment consolidation or similar transaction (business combination with any such proposal Subsidiary of ASD or offer being hereinafter referred to as a “Proposal”)the Joint Ventures, or (iiz) engage in asset purchase (including any negotiations concerning, sale of profits interests or provide any confidential information or data to, or have any substantive discussions withsimilar transaction) from ASD, 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 Subsidiary of ASD or any of its Subsidiaries the Joint Ventures)) other than any such acquisition or any purchase permitted pursuant to the terms of their respective RepresentativesSection 7.2.

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 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 In consideration of the substantial expenditures of time and expense to be undertaken by Buyer in connection with respect to the consummation of the transactions contemplated by this Asset Purchase Agreement, for a period ending on the earlier of (a) December 31, 2021, (b) the Closing Date, and (c) the termination of this Agreement Seller agrees that it will shall deal exclusively with Buyer with respect to the sale of the Assets or the Business. In addition, during such time period, Seller shall not, and it will cause shall direct its Subsidiaries officers, directors, financial advisors, accountants, attorneys, and its and their respective Representatives other Affiliates (collectively, together with Seller, the "Selling Group") not to, to (ia) initiate, solicit, facilitate, seek, knowingly encourage solicit submission of proposals 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) offers from any Person other than Buyer (or their Affiliates) relating to any acquisition or purchase of all or any substantial part of the Refinery, the sale or issuance of any equity interests of Seller or any entity formed by Seller or any Affiliate thereof to which any of the equity interests or any assets or properties of the Business may be contributed, or any merger or consolidation of any Seller or of any entity formed by the Seller or its Affiliates to which any assets or properties of the Business may be contributed (each an "Acquisition Proposal"), (b) participate in any discussions or negotiations regarding, or furnish any information to any Person other than Buyer (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyer, or (c) enter into any agreement or understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby. Seller agrees to (w) notify Buyer immediately if any member of the Selling Group receives any indication of interest, request for information, or offer in respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above, Seller represents that no member of the Selling Group is a party to or bound by any agreement with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (an Acquisition 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”), 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 Proposalunder 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: (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. 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. So long as this Agreement is in effect, Seller agrees as follows: will not (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the and Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives Affiliates or representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly) (i) encourage, any inquiries or the making or implementation of any proposal or offer (includingsolicit, 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”)initiate, or continue inquiries regarding an Acquisition Proposal; (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 any agreement other instruments (whether or understanding with any Person relating to a not binding) regarding an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, . The 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 Parties shall promptly notify Buyer if (and in 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 event within two (2) days after receipt thereof by the Seller Parties or any of their respective Representativesbeneficial owners) advise Buyer orally and in writing of (A) any Acquisition Proposal, any request for information with respect to an Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, (B) the material terms and conditions of such request, Acquisition Proposal or inquiry, and (C) the identity of the person making such request, Acquisition Proposal or inquiry. For purposes hereof, “Acquisition Proposal” means any ​ ​ inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the License or the Purchased Assets; (ii) the sale, transfer, exchange or other disposition of the License; (iii) the sale, lease, transfer, exchange or other disposition of any of the Purchased Assets; or (iv) any other transaction similar to the transaction contemplated by this Agreement, or that could reasonably be expected to hinder, restrict or affect the ability of the parties to consummate the transaction in a timely manner. Notwithstanding the foregoing, if this Agreement is terminated in accordance with its terms, this Section 5.11 shall have no force or effect.

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, Target 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 Target 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 ▇▇▇▇▇▇ 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 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 In consideration of the time, effort and other expense expended by ▇▇▇▇▇ in connection with respect to the transactions contemplated by this Asset Purchase AgreementContemplated Transactions, the Seller agrees that it Sellers will not, and it will cause its Subsidiaries the Seller Affiliates and its and each of their respective Representatives not to, after the date of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12, whether directly or indirectly, (ia) initiate, solicit, facilitateencourage, seekrespond to, knowingly encourage or induce, directly or indirectly, otherwise facilitate any inquiries or the making proposals or implementation of enter into or continue any proposal discussions, negotiations, understandings, arrangements 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 agreements (other than replacement at Seller’s discretion with substantially equivalent assets Buyer or its Representatives) relating to: (i) any sale or lease of all or any material portion of the Purchased Assets or any equity interest in good working condition any entity that directly or repair in indirectly owns or leases any portion of the Ordinary Course Facilities or any material portion of Business) pursuant to a merger, acquisition, the Purchased Assets (including by merger or consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or ; (ii) engage any management or lease arrangement in connection with the business and operation of the Facilities or the Business; or (iii) any negotiations concerning, other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any confidential information assistance, information, documents or data to, or otherwise cooperate or have any substantive discussions with, any Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a Proposal possible Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Books and Records of any Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction or (iiid) enter into otherwise assist or consummate facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement or understanding with by any Person (other than Buyer or its Representatives) relating to a Proposal. (b) Except with respect possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating 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 terminatean Alternative Transaction is received by any Seller, any existing activitiesSeller Affiliate, 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 from a Person (other than Buyer or its Representatives), Sellers will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Sellers’ unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Each Seller agrees and acknowledges that the violation of the covenants or agreements in this Section 6.14 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the date of this Agreement, Sellers shall, and shall cause the Seller Affiliates to, request that (i) all Confidential Information previously disclosed to any other Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to Sellers, (ii) all notes, abstracts and other documents that contain Confidential Information be destroyed, and (iii) the receiving party of such Confidential Information provide Sellers a written certification of an officer of the receiving party that the foregoing clauses (i) and (ii) have been satisfied.

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 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 the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will The parties shall not, and nor shall the parties permit any of their subsidiaries or affiliates to, authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it will cause or any of its Subsidiaries and its and or their respective Representatives not subsidiaries or affiliates to, directly or indirectly, (i) initiate, solicit, facilitate, seek, initiate or knowingly encourage (including by way of furnishing non-public information or induce, directly or indirectlyassistance), any inquiries or the making or implementation of any proposal which constitutes an “Acquisition Proposal” (as hereinafter defined), (ii) participate in any discussions or negotiations regarding any “Acquisition Proposal” other than the acquisition that is subject of this Agreement, (iii) enter into any agreement with respect to any “Acquisition Proposal,” or (iv) furnish to any person any proprietary or confidential information of either party which could be used to solicit an Acquisition Proposal, or could be used by such a potential buyer to make or finance an Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (includingor any public announcement of a proposal, without limitation, plan or intention to do any proposal of the foregoing or offer any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 10% or more of the assets of Metiscan and its stockholders subsidiaries or 10% or more of any class of equity securities of Metiscan or any of them) from its subsidiaries, any Person other than Buyer with respect to the tender offer or exchange offer which if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Metiscan or any of its subsidiaries, or any merger, consolidation, business combination, 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, consolidationassets, recapitalization, liquidation, dissolution, equity investment dissolution 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 involving Metiscan or any of its Subsidiaries or any of their respective Representativessubsidiaries, other than the Excluded Acquisitions.

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 respective managers, directors, officers, employees, consultants, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by any 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 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 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 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 Seller, Company, or any of their respective RepresentativesAgents. Notwithstanding the foregoing, Seller, the Company and each of its Agents may take such actions as any of them reasonably deem appropriate to satisfy the condition set forth in Section 7.1(c). The obligations set forth in this Section 6.12 shall expire upon the earlier of (i) termination of this Agreement and (ii) the Closing Date. For the avoidance of doubt, nothing in this Section 6.12 shall be deemed to restrict, prohibit or (except for this sentence) apply to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the equity securities of any direct or indirect equityholder of Seller.

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. (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 as follows: During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing Date, WI or the Sellers shall not, directly or indirectly, through any officer, director, employee, representative or agent, (ai) Except with respect solicit, initiate, or encourage any inquiries or proposals 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 by way of a tender offer) or similar transactions involving WI, other than the transactions contemplated by this Asset Purchase Agreement, Agreement (any of 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 foregoing 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 proposals being hereinafter referred to in this Agreement as a “"WI Acquisition Proposal”"), or (ii) engage in any negotiations or discussions concerning, or provide any confidential non-public information to any person or data entity relating to, or have any substantive discussions withWI Acquisition Proposal, any Person relating to a Proposal or (iii) enter into agree to, approve or consummate recommend any agreement or understanding with any Person relating to a WI Acquisition Proposal. (ba) Except WI or the Sellers shall notify OWT no later than twenty-four (24) hours after receipt by WI (or its advisors) of any WI Acquisition Proposal or any request for nonpublic information in connection with respect a WI Acquisition Proposal or for access to the transaction contemplated hereinproperties, Seller shall immediately cease and terminate, and books or records of WI by any person or entity that informs WI 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 has made, a WI Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective Representativescontact.

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 as set forth on Schedule 8.03(a), during the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that Company shall not take, nor shall it will notpermit any of its Affiliates or Representatives to take, 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 Seller’s discretion with substantially equivalent Acquiror and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company Membership Interests or other equity securities of the Company or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of the Company Membership Interests or other equity securities of the Company by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets in good working condition involving the Company or repair its Subsidiaries, other than immaterial assets or assets sold in the Ordinary Course ordinary and usual course of Business) pursuant to a mergerbusiness (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”). 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 (ii) entertain any proposals or offers or engage in any negotiations concerningor 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. Except as set forth on Schedule 8.03(a), the Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or provide negotiations with any confidential information or data 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 Proposalan 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 solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, the Company Members and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”), other than with the transaction contemplated hereinCompany, Seller shall immediately cease the Company Members and terminatetheir respective Affiliates and Representatives. Acquiror 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 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: (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 follows: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementPre-Closing Period, the Seller EUSA agrees that it will not, and EUSA agrees it will cause its Subsidiaries each Company and its and their respective each Company’s Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly: (a) solicit, any inquiries initiate or encourage the making or implementation submission of any proposal proposal, offer or offer (including, without limitation, any proposal or offer to its stockholders or any of them) contact 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 the Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of any equity interest or material assets (other than the sale of assets in good working condition the ordinary course of business) of any Company or repair in the Ordinary Course of Business) pursuant to a any acquisition, divestiture, merger, acquisitionshare exchange, consolidation, business combination, recapitalization, liquidation, dissolution, equity investment redemption or similar transaction involving any Company (any such proposal or offer being hereinafter referred to as a in each case, an “Acquisition Proposal”), ; (b) participate in any discussion or negotiation regarding any Acquisition Proposal; or (iic) engage in furnish to any negotiations concerning, or provide other Person (other than the Buyer and its Affiliates and Representatives) any confidential information or data with respect to, or have otherwise cooperate in any substantive discussions way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person relating (other than the Buyer and its Affiliates and Representatives) to a Proposal or (iii) enter into or consummate any agreement or understanding with any Person relating to a effect an Acquisition Proposal. (b) Except with respect to the transaction contemplated herein, Seller shall immediately cease and terminate. EUSA shall, and it shall cause its Subsidiaries and its and their respective Representatives to, immediately to cease and terminate, any existing activities, including discussions or and negotiations with any parties conducted heretofore Person with respect to any Proposal. (c) Seller of the foregoing. EUSA shall promptly (but in any event within one (1) day) notify the Buyer if orally and in writing of any inquiries, proposals written proposal from any Person (other than the Buyer and its Affiliates and Representatives) relating to an Acquisition Proposal or offers request for disclosure or access reasonably likely to be related to the making of such a Proposal are received byproposal, indicating, in connection with such notice, the identity of the Person making such proposal and the terms and conditions of any confidential information or data is requested fromsuch proposal, 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 Representativesincluding all written documentation relating thereto.

Exclusivity. Seller agrees as followsFrom the date of this Agreement until the earlier of the Closing or the termination of this Agreement: (a) Except None of the Sellers nor any of the Acquired Companies shall take, nor shall any of them permit any of their respective Representatives to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than the Purchaser and/or any of its Affiliates) concerning any purchase of any of the Acquired Companies’ equity securities or any merger, sale of substantial assets or similar transaction involving any of the Acquired Companies, other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”). The Sellers shall, and shall cause the Acquired Companies and any of their respective Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than Purchaser and its Affiliates) with respect to any of the transactions contemplated by foregoing. The Purchaser hereby acknowledges that prior to the date of this Asset Purchase Agreement, the Seller agrees that it will notSellers and the Acquired Companies have provided information relating to the Acquired Companies and has afforded access to, and it will 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 an Acquisition Transaction without any breach by the Sellers or the Acquired Companies of this Section 5.12(a). Notwithstanding the foregoing, any of the Sellers, the Acquired Companies or their respective Representatives may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that the Sellers and the Acquired Companies are subject to an exclusivity agreement and are unable to provide any information related to the Acquired Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction so long as such exclusivity agreement remains in effect. The Sellers shall promptly (but in any event within forty-eight hours) notify the Purchaser if any of the Seller, any Acquired Company or any of their Representatives receive any offer for, or any solicitation to discuss or negotiate, an Acquisition Transaction. (b) The Purchaser shall not take, and shall cause its Subsidiaries and its Affiliates and their respective Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than the Sellers and/or any of their Affiliates) concerning any Business Combination (each such transaction, a “Business Combination Transaction”). The Purchaser shall, and shall cause its Affiliates and their respective Representatives to, (i) initiateimmediately cease and cause to be terminated all existing discussions, solicitconversations, 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 negotiations and other communications with any Person (other than Buyer the Sellers and their Affiliates) with respect to the sale or disposition of (x) all or substantially all any of the Facility foregoing. The Sellers hereby acknowledge that prior to the date of this Agreement, the Purchaser has provided information relating to the Business Combination and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Business Combination Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Business Combination Transaction without any breach by the Purchaser of this Section 5.12(b). Notwithstanding the foregoing, the Purchaser, any of its Affiliates and any of its or (y) their respective Representatives may respond to any material Purchased Assts located at unsolicited proposal regarding a Business Combination Transaction by indicating that the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition Purchaser is subject to an exclusivity agreement and is unable to entertain any proposals or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment offers 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 concerning a Proposal or (iii) enter into or consummate any Business Combination Transaction so long as such exclusivity 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 remains in effect. The Purchaser shall promptly (but in any event within forty-eight hours) notify Buyer the Sellers, 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 the Purchaser or any of its Subsidiaries Representatives receives any offer for, or any of their respective Representativessolicitation to discuss or negotiate, an Business Combination Transaction.

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: (ai) Except In consideration of Arcade entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, (1) Palmosa and TDB will cease, and will cause their Affiliates and their respective employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions with any Third Party with respect to any Acquisition Proposal and (2) prior to any termination of this Agreement as set forth in Section 10 hereto, Palmosa and TDB will not engage in or continue any Solicitation or take any action to authorize or permit any of the foregoing to engage in or continue any Solicitation. Each of the Palmosa and TDB hereby represents that it is not now engaged in discussions or negotiations with any other party other than Arcade with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any shares of capital stock in Palmosa, TDB and/or the Shipco SPVs, (B) a merger, consolidation, sale of a substantial portion of the assets or any similar transaction or business combination involving Palmosa, TDB, the Shipco SPVs and/or the Vessels, (C) any other transaction involving TDB or any of its securities or assets that would have an effect similar to the transactions described in (A) or (B), or (D) any other transaction that would defeat the intent of this Agreement, excluding, without limitation, any recapitalization or financing necessary in the ordinary course of its business. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations with, or furnishes any information to, any Person (other than Arcade or any agent, affiliate, representative or other designee of Arcade), with respect to any Acquisition Proposal, other than discussions among Palmosa and Tsakos in furtherance 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 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 follows: The Company and the Sellers shall immediately cease any existing discussion or negotiation with any Persons (aother than the Buyers) Except conducted prior to the date of this Agreement with respect to any proposed, potential or contemplated acquisition of the capital stock or assets and properties of the Company (any such transaction not otherwise excluded by the following clauses (i) and (ii), a “Potential Transaction”), other than discussions and negotiations (i) with Trusts’ Beneficiaries, holders of First Priority Notes, holders of Second Priority Notes and Representatives of any such Persons with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees Agreement and (ii) regarding an Internal Restructuring that it will not, and it will cause its Subsidiaries and its and their respective Representatives does not to, constitute a Change of Control Transaction under clause (i) initiateof the definition thereof. Other than as set forth in clauses (i) and (ii) of the preceding sentence, solicit, facilitate, seek, knowingly encourage or inducethe Company and the Sellers shall refrain from taking, directly or indirectly, any inquiries action (x) to solicit or initiate the making or implementation submission of any proposal or offer indication of interest relating to a Potential Transaction with any Person (includingother than the Buyers), without limitation(y) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, a Potential Transaction (or any proposal or offer to its stockholders or any indication of theminterest relating thereto) from with 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”Buyers), or (iiz) to authorize, 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 (other than with any Person relating to a Proposal. (bthe Buyers) Except with respect to a Potential Transaction (or any proposal or indication of interest relating thereto). *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the transaction contemplated herein, Seller shall immediately cease text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities 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 Exchange Commission subject to a Proposal are received by, any request for confidential information or data is requested from, or any negotiations or discussions related treatment pursuant to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or any of their respective RepresentativesRule 24b-2 under the Securities Exchange Act.

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 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 ▇▇▇▇▇ 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: (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 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 followsFrom the date of this Agreement until the Closing: (a) Except with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees that it will The Company and Revolution shall not, and it will cause the Company and Revolution shall require each of its Subsidiaries officers, directors, employees, representatives, shareholders and its and their respective Representatives agents not to, directly or indirectly, (i) initiate, solicit, facilitate, seek, knowingly encourage or induceotherwise facilitate any inquiry, proposal, offer or discussion with any person (other than Zipcar and the Transitory Subsidiary) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company (a “Company Acquisition Proposal”), (ii) furnish any non-public information concerning the business, properties or assets of the Company, any Subsidiary or any division of the Company to any person (other than Zipcar and the Transitory Subsidiary) or (iii) engage in discussions or negotiations with any person (other than Zipcar and the Transitory Subsidiary) concerning any such transaction. (b) Zipcar shall not, and Zipcar shall require each of its officers, directors, employees, representatives, stockholders and agents not to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries inquiry, proposal, offer or the making or implementation of discussion with 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 person (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of BusinessCompany) 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 Zipcar, any Zipcar Subsidiary or any division of the Zipcar (any such proposal or offer being hereinafter referred to as a “Zipcar Acquisition Proposal”), 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 Zipcar, any Person relating Subsidiary or any division of Zipcar to a Proposal any person (other than the Company) 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 engage in discussions or negotiations with any parties conducted heretofore with respect to person (other than the Company) concerning any Proposalsuch transaction. (c) Seller shall promptly notify Buyer if If either the Company or Revolution receives any inquiriesinquiry, proposals proposal or offers offer related to a Proposal are received byCompany Acquisition Proposal, the Company or Revolution, as the case may be, shall, to the extent permissible under the terms of any confidential information or data is requested fromconfidentiality agreement existing as of the date of this Agreement by and between the Company, Revolution or any negotiations representative of the Company or discussions Revolution, as the case may be, and the person making such bona fide written inquiry, proposal or offer related to a Proposal are sought Company Acquisition Proposal, promptly (and in any event within one business day) after such receipt, notify Zipcar of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer. To the extent that the Company or Revolution, as the case may be, is restricted from notifying Zipcar of such inquiry, proposal or offer pursuant to be initiated the terms of a confidentiality agreement in place as of the date of this Agreement, the Company or continued withRevolution, it as the case may be, shall use its commercially reasonable efforts to obtain a waiver with respect to any such confidentiality agreement. (d) If Zipcar receives any inquiry, proposal or offer related to a Zipcar Acquisition Proposal, Zipcar shall, to the extent permissible under the terms of any confidentiality agreement existing as of the date of this Agreement by and between Zipcar and the person making such bona fide written inquiry, proposal or offer related to a Zipcar Acquisition Proposal, promptly (and in any event within one business day) after such receipt, notify the Company of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer. To the extent that Zipcar is restricted from notifying the Company of such inquiry, proposal or offer pursuant to the terms of a confidentiality agreement in place as of the date of this Agreement, Zipcar shall use its Subsidiaries or commercially reasonable efforts to obtain a waiver with respect to any of their respective Representativessuch confidentiality agreement.

Exclusivity. Seller agrees as follows: (a) Except From the date hereof through the earlier of (a) the Closing and (b) the date that this Agreement is properly terminated in accordance with respect to ARTICLE VII, neither the transactions contemplated by this Asset Purchase AgreementCompany, on the Seller agrees that it will notone hand, nor Parent and Merger Sub, on the other hand, will, and it such Persons will cause its Subsidiaries direct, and its and use reasonable best efforts to cause, each of their respective Representatives members, officers, directors, Affiliates, managers, consultants, employees, representatives and agents not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, except as contemplated by this Agreement (including the schedules hereto), (i) encourage, solicit, initiate, engage, participate, enter into discussions or negotiations with any inquiries Person concerning (i) any merger or sale of ownership interests in, or material assets of, such Person or any of its Subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to such Person or any of its Subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of the Parties or any of its respective Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), a “Competing Transaction”), (ii) provide any information to, or take any other action intended or designed to facilitate the efforts of any Person relating to a possible Competing Transaction or (iii) approve, recommend or enter into any Competing Transaction or any contract related to any Competing Transaction. In the event that there is an unsolicited proposal for, or an indication of interest in entering into, a Competing Transaction (including any revision, modification or follow-up with respect thereto), communicated in writing to the Company or Parent or any of their respective representatives or agents (each, an “Alternative Proposal”), such party will as promptly as practicable (and in any event within one Business Day after receipt) advise the other Party orally and in writing of such Alternative Proposal and the material terms and conditions of such Alternative Proposal (including any changes thereto) and the identity of the Person making such Alternative Proposal; provided, however, that nothing in the foregoing clause shall restrict Parent or implementation its Affiliates or Representatives prior to the Closing from disclosing to its shareholders any unsolicited proposal received in connection with any Alternative Proposal to the extent required by their obligations under applicable Law. Additionally, notwithstanding anything in this Section 4.3 to the contrary, if, at any time prior to the Closing, Parent or any of its officers, directors, Affiliates, employees, representatives or agents receives an unsolicited bona fide Alternative Proposal that did not result from a material breach of this Section 4.3, Parent’s Board of Directors may take the actions otherwise prohibited by Section 4.3 with respect to such Alternative Proposal (and enter into a confidentiality agreement with the third party proposing such Alternative Proposal), solely if Parent’s Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Alternative Proposal constitutes, or is reasonably likely to result in, a Superior Proposal (as defined below) and (B) the failure by Parent’s Board of Directors to take the actions prohibited by Section 4.3 would constitute a breach of its fiduciary duties under applicable Law. In the event Parent’s Board of Directors, after consultation with its financial advisors and outside legal counsel, determines that an Alternative Proposal constitutes a Superior Proposal, Parent shall inform the Company of such fact and allow the Company time to modify the terms of the Transactions. If, notwithstanding any such modification, Parent still in good ▇▇▇▇▇ ▇▇▇▇▇ the Alternative Proposal to constitute a Superior Proposal, Parent may terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal, provided that Parent delivers written notice to the Company that it intends to take such actions with respect to such Superior Proposal and Parent (or its designee) pays to the Company the termination fee in accordance with the provisions of Section 7.2. Parent shall notify the Company as promptly as practicable upon becoming aware of any proposal or offer (includingthat constitutes, without limitationor could reasonably be expected to result in or lead to any Alternative Proposal after the date hereof. “Superior Proposal” means a bona fide written Alternative Proposal made after the date hereof, any proposal or offer to its stockholders or any that did not result from a breach of them) from any Person other than Buyer with respect to the sale or disposition this Section 4.3, that Parent’s Board 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 Directors in good working condition or repair in the Ordinary Course of Businessfaith determines (after consultation with its outside legal counsel and financial advisor(s)) 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 reasonably likely to be initiated or continued withconsummated in accordance with its terms and would, it or any if consummated, result in a transaction that is more favorable from a financial point of its Subsidiaries or any view to Parent than the Transactions after taking into account all such factors and matters deemed relevant in good faith by ▇▇▇▇▇▇’s Board of their respective RepresentativesDirectors.

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. 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 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. 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 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. 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 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) 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. 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. Until the termination of this Agreement pursuant to Section 10.1, provided that neither Buyer is in breach of this Agreement, the Seller agrees as follows: jointly and severally agree that neither Seller nor any of its members or officers shall, and that they shall cause their Affiliates, employees, agents and Representatives not to (aand shall not authorize any of them to) Except directly or indirectly: (i) solicit, initiate, encourage or 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 “Acquisition Proposal”); (ii) 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 Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract, agreement, arrangement, understanding or commitment, whether binding or non-binding, contemplating any Acquisition Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine 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, . The 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 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 this Agreement and the transactions contemplated by this Asset Purchase Agreementhereby, neither the Seller agrees that it will notPartnership nor any 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 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 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: (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, S▇▇▇▇▇ 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 S▇▇▇▇▇ 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 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, 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 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 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. 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 ▇▇▇▇▇’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 followsDuring the Designated Period: (a) Except with respect Sellers and ▇▇▇▇ Members shall not, and shall not permit any of their directors, officers, Employees, representatives or agents (collectively, the “Representatives”) to, and shall use their best efforts not to permit their Affiliates to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the Purchased Assets or sale of the Equity Securities of the North American Companies or the Foreign Entities other than 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, Agreement (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 an “ProposalAcquisition Transaction”), or (ii) engage facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in any negotiations concerningrespect of an Acquisition Transaction, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal or (iii) enter into furnish or consummate cause to be furnished, to any agreement Person, any information concerning the Purchased Assets or understanding Equity Securities of the North American Companies or the Foreign Entities in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person relating to a Proposaldo or seek any of the foregoing. (b) Except with respect to the transaction contemplated herein, Seller Sellers and ▇▇▇▇ Members shall (and shall cause their 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 Persons (other than the ITI Entities) conducted heretofore with respect to any ProposalAcquisition Transaction. Sellers agree not to release any third party from the confidentiality and standstill provisions of any agreement to which any Seller is a party. (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 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 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 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 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: (a) Except with respect to During the transactions contemplated by this Asset Purchase AgreementInterim Period, the Seller agrees that it will SPAC shall not, and it will shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, (i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, (a) initiate, solicit or knowingly encourage or 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 (includingthat constitutes, without limitationor would reasonably be expected to result in or lead 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 Business Combination, (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 (iib) 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, or would reasonably be expected to result in or lead to, any Business Combination, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination, (d) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination or (iiie) enter into resolve 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 herein, Seller shall foregoing. SPAC also agrees that immediately cease and terminatefollowing the execution of this Agreement it shall, and it shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause 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 a Business Combination or any inquiry or request for information that could reasonably be expected to lead to, or result in, a Business Combination. SPAC 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 Original Effective Date that constitutes, or could reasonably be expected to result in or lead to, any Business Combination (other than with the Company or any of its Subsidiaries), which notice shall include a summary of the material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of proposal or indication of interest, written or oral, relating to any Business Combination (a “Business Combination Proposal”), and thereafter promptly (and in any event within one (1) Business Day) keep the Company reasonably informed of any material developments with respect to any such Business Combination Proposal. ; provided that SPAC’s notice obligations under this Section 7.07 shall not apply to Business Combination Proposals received by Sponsor, its Affiliates (cother than SPAC and its Subsidiaries) 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 RepresentativesRepresentatives or that do not disclose the identity of the proposed counterparty.

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. 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: (a) Except ▇▇▇▇▇▇ agrees that it, prior to the Effective Time, shall not, directly or indirectly, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, ▇▇▇▇▇▇ or any of its Subsidiaries (collectively, the "▇▇▇▇▇▇ Representatives") to, directly or indirectly through another Person, solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, or participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to an Acquisition Proposal, provided, however, that, the foregoing shall not prohibit ▇▇▇▇▇▇ from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with ▇▇▇▇▇▇ pursuant to an Acquisition Proposal which the Board of Directors of ▇▇▇▇▇▇ (or any committee thereof considering such proposal) in good faith determines is reasonably likely to be more favorable to the stockholders of ▇▇▇▇▇▇ than the transactions contemplated by this Asset Purchase AgreementAgreement (a "Superior Proposal"), the Seller agrees that it will not, and it will cause its Subsidiaries and its and their respective Representatives not to, so long as: (i) initiateprior to furnishing any information to, solicitor entering into discussions or negotiations with such a Person, facilitate, seek, knowingly encourage or induce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer ▇▇▇▇▇▇ provides twenty- four (including, without limitation, any proposal or offer 24) hours' advance written notice to its stockholders or any of them) from any Person other than Buyer with respect Emergisoft 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”)effect that it is furnishing information to, or entering into substantive discussions or negotiations with, a Person from whom ▇▇▇▇▇▇ shall have received an executed confidentiality agreement in form and substance satisfactory to Emergisoft prior to furnishing such information; (ii) engage in such notice shall include the terms and conditions of such Acquisition Proposal or any negotiations concerningagreement proposed by, or provide any confidential information or data supplied to, or any such Person; (iii) prior to furnishing any nonpublic information to any such Person, ▇▇▇▇▇▇ furnishes such nonpublic information to Emergisoft (to the extent that such nonpublic information has not been previously furnished by ▇▇▇▇▇▇ to Emergisoft); (iv) neither ▇▇▇▇▇▇ nor any of its Subsidiaries nor any of the ▇▇▇▇▇▇ Representatives shall have violated any substantive discussions with, any Person of the restrictions set forth in this Section 5.07; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the Board of Directors of ▇▇▇▇▇▇ (or any committee thereof considering such proposal) determines in good faith has the good faith intent to proceed with negotiations to consider such Superior Proposal; (iiivi) enter into the Board of Directors of ▇▇▇▇▇▇ (or consummate any agreement committee thereof considering such proposal), after duly considering the written advice of outside legal counsel to ▇▇▇▇▇▇, determines in good faith that such action is required for the Board of Directors of ▇▇▇▇▇▇ to comply with its fiduciary duties to stockholders imposed by applicable law; and (vii) ▇▇▇▇▇▇ keeps Emergisoft informed in all material respects of the status and terms of any such negotiations or understanding discussions (including without limitation the identity of the Person with whom such negotiations or discussions are being held) and provides Emergisoft copies of such written proposals and any Person relating to a Proposalamendments or revisions thereto or correspondence related thereto. (b) Except ▇▇▇▇▇▇ shall notify Emergisoft orally and in writing of the fact that it has received inquiries, offers or proposals that it reasonably believes to be bona fide with respect to an Acquisition Proposal within twenty-four (24) hours after the transaction contemplated herein, Seller shall receipt thereof. ▇▇▇▇▇▇ 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 with any parties other Person that have been conducted heretofore with respect to a potential Acquisition Proposal. ▇▇▇▇▇▇ agrees to inform the ▇▇▇▇▇▇ Representatives of the obligations undertaken in this Section 5.07; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of ▇▇▇▇▇▇ from referring any Proposalthird-party to this Section 5.07. (c) Seller shall promptly notify Buyer if ▇▇▇▇▇▇ agrees not to release or permit the release of any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested Person from, or to waive or permit the waiver of any negotiations provision of, any confidentiality, "standstill" or discussions related similar agreement to a Proposal are sought to be initiated or continued with, it which ▇▇▇▇▇▇ or any of its Subsidiaries is a party, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of Emergisoft. (d) Except as expressly permitted by this Section 5.07, neither the Board of Directors of ▇▇▇▇▇▇ nor any committee thereof shall (A) withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Emergisoft, the approval by such board of directors or such committee of the board of directors, approving or taking such action with respect to the Merger or this Agreement, (B) approve or recommend, or propose publicly to approve or recommend, any Superior Proposal or (C) cause ▇▇▇▇▇▇ to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that the Board of Directors of ▇▇▇▇▇▇ (or any committee thereof considering an Acquisition Proposal) determines in good faith, after consultation with outside counsel, that in light of their respective Representativesa Superior Proposal it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the stockholders of ▇▇▇▇▇▇ under applicable law, the Board of Directors of ▇▇▇▇▇▇ may (subject to this and the following sentences) withdraw, modify or change its recommendation of the Merger, but only after twenty-four (24) hours following Emergisoft's receipt of written notice advising Emergisoft that the Board of Directors of ▇▇▇▇▇▇ is prepared to do so, and only if, during such twenty-four (24) hour period, ▇▇▇▇▇▇ and its advisors shall have negotiated in good faith with Emergisoft to make such adjustments in the terms and conditions of this Agreement as would enable Emergisoft to proceed with the transactions contemplated herein on such adjusted terms. (e) Nothing contained in this Section 5.07 shall prohibit ▇▇▇▇▇▇ from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the stockholders of ▇▇▇▇▇▇ if, in the good faith judgment of the Board of Directors of ▇▇▇▇▇▇, after consultation with outside counsel, failure to so disclose would be inconsistent with its 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 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 Pent▇▇ ▇▇ prepared to work diligently to complete due diligence, negotiate a definitive agreement and work toward the consummation of the Transaction as follows: (a) Except with respect soon as practicable. Before committing to the transactions contemplated by this Asset Purchase Agreementsignificant expenditures of time, effort and money that will be required, however, we request that Mecklermedia and the Stockholder make a similar commitment. Therefore, the Seller agrees Transaction is additionally conditioned upon Mecklermedia and the Stockholder agreeing that it until 5:00 p.m., Eastern Time, on the 12th day from the date hereof (unless this Letter of Intent is terminated sooner pursuant to paragraph 10 below) (the "Expiration Date"), Mecklermedia and the Stockholder will notdeal exclusively with Penton in connection with the Transaction or any similar transaction, and it will cause such that none of the Stockholder, Mecklermedia or any of its Subsidiaries and its and affiliates or any of their respective Representatives representatives (including but not tolimited to their directors, (iofficers, agents, employees, financial advisors and counsel) initiate, solicit, facilitate, seek, knowingly encourage or inducewill, directly or indirectly, solicit, encourage or initiate any inquiries or the making or implementation of any offer or 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”)from, or (ii) engage in any negotiations concerningor discussions with, or provide any confidential information or data to, any corporation, partnership, person or have any substantive discussions with, any Person relating to a Proposal other entity or group (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 other than Penton and its and their respective Representatives representatives) (a "Person") concerning the sale of Mecklermedia or any of its assets or securities or any merger, consolidation, tender or exchange offer, joint venture, liquidation, restructuring, recapitalization or similar transaction involving Mecklermedia or any of its subsidiaries or divisions (a "Transaction Proposal"). Mecklermedia will notify Penton 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, such inquiries or 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 Mecklermedia, or if the Board of Directors of Mecklermedia has undertaken to engage or participate in any of its Subsidiaries negotiations or discussions concerning or provide any of their respective Representativesinformation or data to any Person relating to a Transaction Proposal.

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: (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 with respect to the transactions contemplated by this Asset Purchase Agreement, the Seller agrees The Blass Parties agree that neither it will notnor any of their respective officers and directors shall, and it will that each Blass Party shall use commercially reasonable best efforts to cause its Subsidiaries employees, agents and its representatives (including any investment banker, attorney or accountant retained by it) not to (and their respective Representatives shall not authorize any of them to, ) directly or indirectly: (i) initiate, solicit, facilitate, seekinitiate, knowingly encourage or induceknowingly facilitate any inquiries with respect to, directly or indirectlythe making, submission or announcement of, any inquiries offer 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 or Parent) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities, business combination, or other takeover or business combination transaction involving any Company (an “Acquisition Proposal”); (ii) 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 Acquisition Proposal; (iii) engage in discussions with any Person with respect to the sale any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or disposition of (x) all or substantially all of the Facility recommend any Acquisition Proposal; 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 (iiiv) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with commitment contemplating any Person relating to a Proposal. (b) Except with respect to the Acquisition Proposal or transaction contemplated herein, Seller shall thereby. The Companies and the Stockholders will 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 third parties conducted heretofore with respect 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.