Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.

Exclusive Dealing. During (a) From and after the period from the date hereof through Agreement Date until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 11 (the “Pre-Closing Period”), none the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of Parent any inquiry, expression of interest, proposal or Merger Sub will offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action to knowingly initiateregarding, solicit any inquiry, expression of interest, proposal or engage in discussions or negotiations withoffer that constitutes, or knowingly provide any information would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Person Acquisition Proposal, (iv) enter into any letter of intent or any other than Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course Affiliates and each of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s their respective Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated (a) any and all existing discussionsactivities, communications discussions or negotiations with any Person (other than Persons conducted prior to or on the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore date of this Agreement with respect to any Alternative Transaction Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision Sellers shall be deemed for all purposes of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredbreached this Section 6.1.

Exclusive Dealing. During (a) From and after the period from the date hereof through Agreement Date until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 11 (the “Pre-Closing Period”), none the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of Parent any inquiry, expression of interest, proposal or Merger Sub will offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action to knowingly initiateregarding, solicit any inquiry, expression of interest, proposal or engage in discussions or negotiations withoffer that constitutes, or knowingly provide any information would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Person Acquisition Proposal, (iv) enter into any letter of intent or any other than Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course Affiliates and each of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s their respective Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated (a) any and all existing discussionsactivities, communications discussions or negotiations with any Person (other than Persons conducted prior to or on the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore date of this Agreement with respect to any Alternative Transaction Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision Sellers shall be deemed for all purposes of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredbreached this Section 6.1.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent the Company shall not, and shall cause the other Group Companies and, with respect to clauses (iii) and (iv), the Company’s current or Merger Sub will take any action to knowingly future parent entity, Affiliate, or Subsidiary, and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, solicit seek, entertain, encourage (including by means of furnishing or engage disclosing information), facilitate, endorse, recommend, accept, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly provide facilitate or encourage any information toeffort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) terminate, and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any all existing discussions, communications discussions or negotiations with any Person (or group of Persons other than Dragoneer and its Affiliates regarding a Company Acquisition Proposal, (B) notify Dragoneer promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and the Company’s Representativesto provide a copy of any such Company Acquisition Proposal, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction if extended in writing, and (bC) keep Dragoneer reasonably informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Seller and the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussionsdiscussions by Seller, communications the Company or negotiations any of their Affiliates or Representatives with any Person (other than Buyer) concerning any proposal relating to any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving Acquired Entities or any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of all or any portion of the Acquired Business or assets or properties of the Acquired Entities (other than sales of inventory or unusable or obsolete property in the Ordinary Course of Business) (an “Acquisition Proposal”). At all times prior to Closing, Seller and Company shall not, and shall cause their respective Representatives and Affiliates to not, directly or indirectly, (i) solicit, initiate, encourage, induce or facilitate the Company’s Representativesmaking, submission or announcement of any Acquisition Proposal or take any action that would, or would reasonably be expected to, lead to an Acquisition Proposal; (ii) provide any information regarding Company or the PIPE Investors Business to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would, or would reasonably be expected to, lead to an Acquisition Proposal; (iii) engage in any discussions or negotiations with any Person with respect to an Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal. Without limiting the PIPE Investment generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative or Affiliate of Company or Seller, whether or not such Representative or Affiliate is purporting to act on behalf of Seller or the Company shall constitute a breach of this Section 5.15 by Seller. At all times prior to Closing, Seller shall, within 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information regarding the Acquired Entities or the Acquired Business) advise Buyer in reasonable detail orally and in writing of the same (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressedterms thereof), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.

Exclusive Dealing. During the period from Commencing on the date hereof through of this Agreement and until the Closing or first to occur of (x) the earlier Closing, (y) the termination of this AgreementAgreement pursuant to Section 9.01, or (z) August 15, 2007 (such period, the “Exclusivity Period”), none of Parent the Company, or Merger Sub will the Sellers shall, nor shall the Company, or the Sellers permit or cause any of their respective Affiliates, Subsidiaries, officers, managers, directors, employees, investment bankers, consultants, representatives or other agents, to directly or indirectly, (i) sell or otherwise transfer any equity interests in the Company or its Subsidiaries or enter into any agreement to sell or otherwise transfer such an equity interest; (ii) take any action to knowingly solicit, initiate, solicit entertain, facilitate, encourage, negotiate, accept or discuss, directly or indirectly, any proposal or offer to acquire all or any portion of the Company, its Subsidiaries or their assets (excluding any sale of assets in the ordinary course of business), whether by merger, sale of stock, sale of assets, recapitalization or otherwise (each, an “Acquisition Proposal”); (iii) engage in discussions or negotiations with, with any third party with respect to an Acquisition Proposal; (iv) enter into any agreement or knowingly other commitment or otherwise consummate or agree to consummate an Acquisition Proposal; (v) disclose or provide any nonpublic information torelating to the Company or its Subsidiaries (including this Agreement) in connection with an Acquisition Proposal; (vi) afford access to the properties, books or records of the Company or its Subsidiaries to any Person third party that has made any Acquisition Proposal; or (vii) pursue other than acquisitions or divestitures without consulting with Buyer. The Sellers shall, and shall cause the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply its agents to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, immediately cease and cause to be terminated (a) any existing discussionsall discussions and negotiations, communications or negotiations with any Person (other than the Company and the Company’s Representativesif any, the PIPE Investors with respect that have taken place prior to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore date hereof with respect to any Alternative Transaction and (b) Acquisition Proposal. During the Exclusivity Period, the Sellers shall promptly provide Buyer with written notice of any such Person’s and its authorized Representatives’ access Acquisition Proposal or indication of interest relating to any electronic data room granted in connection with any acquisition transactiona potential Acquisition Proposal received by the Sellers or their respective representatives. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as Such notice shall include a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 reasonably detailed description of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredproposed Acquisition Proposal.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none each of Parent FCB, BP, TopCo and Bridgeburg shall not, and shall cause their respective Affiliates and its and their respective Representatives not to, directly or indirectly (i) solicit, initiate, encourage, facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) to acquire, in one transaction or a series of transactions, any assets related to the Business that are owned by FCB or any of its Subsidiaries, any assets owned by any Group Company or any assets of the Business or any Equity Securities of FCB or any of its Subsidiaries that owns any assets related to the Business, any Group Company, TopCo or Merger Sub will take (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) (an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any action of the Ancillary Documents or any of the transactions contemplated hereby or thereby or those transactions carried out in the ordinary course of business consistent with past practice of FCB or BP shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information or provide access to knowingly initiate, solicit employees or engage other Representatives of FCB or any of its Subsidiaries to any Person in discussions or negotiations connection with, or knowingly provide any information that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Person Contract regarding an Acquisition Proposal; (other than the Company and the Company’s Representativesiv) concerning an initial public offering, recapitalization prepare or refinancing of take any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives steps in connection with shareholder communications related a public offering or direct listing of any Equity Securities of FCB or any of its Subsidiaries; or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the transactions contemplated foregoing or seek to circumvent this Section 6.6(a) or further an Acquisition Proposal. FCB, BP, TopCo, Bridgeburg and Merger Sub agrees to (and to cause their respective Subsidiaries to) (x) notify Mountain promptly upon receipt of any Acquisition Proposal by this Agreement and the other Transaction Documents FCB or the execution, delivery and performance thereof. Parent willany of its Subsidiaries, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect subject to any Alternative Transaction confidentiality obligations to which FCB is bound under the Acquisition Proposal, describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), and (by) keep Mountain fully informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During Neither the period from the date hereof through the Closing Seller, nor any of its agents or the earlier termination of this Agreementrepresentatives will take, none of Parent directly or Merger Sub will take indirectly, any action to knowingly initiate, solicit continue, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in discussions any Business Combination, (b) to reach any agreement or negotiations withunderstanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or knowingly provide otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information to, with respect to the Seller or its assets to any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by in this Agreement and Agreement) who the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares Seller knows or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold has reason to believe is in the Ordinary Course process of considering any Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”)Combination; provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related prior to the transactions contemplated Closing Date, if the Board of Directors of the Seller reasonably determines the Business Combination constitutes a Superior Proposal (as defined below), then, to the extent required by the fiduciary obligations of the Board of Directors of the Seller, as determined in good faith by a majority thereof after consultation with independent counsel (who may be the Seller's regularly engaged independent counsel), the Seller may, in response to an unsolicited request, furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Seller, participate in discussions or negotiations regarding the Superior Proposal and, provided that the Seller has complied with the provisos to its rights to terminate this Agreement and the other Transaction Documents or the executionpursuant to Section 11.1(c) hereof, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors enter into an agreement with respect to or approve or recommend to its shareholders a Superior Proposal. Without limiting the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree thatforegoing, if the Takeover Panel determines it is understood that any provision violation of the restrictions set forth in the preceding sentence by any officer or director of the Seller or any financial advisor, attorney or other advisor or representative of the Seller, whether or not such person is purporting to act on behalf of the Seller or otherwise, shall be deemed to be a breach of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.Section 6.10

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent each XxXxxxx Company shall not, and shall cause the other XxXxxxx Group Companies not to, and shall direct its and their respective Representatives not to, directly or Merger Sub will take any action to knowingly indirectly: (i) solicit, initiate, solicit knowingly encourage (including by means of furnishing or engage disclosing information), discuss, negotiate or knowingly facilitate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a XxXxxxx Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in discussions or negotiations connection with, or knowingly provide any information that could reasonably be expected to lead to, a XxXxxxx Acquisition Proposal; (iii) enter into any Person Contract or other arrangement or understanding regarding a XxXxxxx Acquisition Proposal; (other than the Company and the Company’s Representativesiv) concerning an initial public offering, recapitalization prepare or refinancing of take any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives steps in connection with shareholder communications related a public offering of any Equity Securities of any XxXxxxx Group Company (or any Affiliate or successor of any XxXxxxx Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the transactions contemplated foregoing. Each XxXxxxx Company agrees to (A) notify Acquiror promptly upon receipt of any XxXxxxx Acquisition Proposal by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent willany XxXxxxx Group Company, and will cause its Subsidiaries to, cease to describe the terms and cause to be terminated conditions of any such XxXxxxx Acquisition Proposal in reasonable detail (aincluding the identity of the Persons making such XxXxxxx Acquisition Proposal) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (bB) keep Acquiror fully informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transactionoffer or information. The Parties agree thatWithout limiting the foregoing, if the Takeover Panel determines it is understood that any provision violation of the restrictions contained in this Section 6.6(a) by any of the XxXxxxx Companies, or its Representatives acting on the XxXxxxx Companies’ behalf, shall be deemed a breach of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to Section 6.6(a) by the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredXxXxxxx Companies.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of the Company shall not, and shall cause the other Group Companies, Parent, Parent GP and its and their respective Representatives not to, directly or Merger Sub will take any action to knowingly indirectly: (i) solicit, initiate, solicit seek, knowingly encourage (including by means of furnishing or engage disclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations withwith any third party in connection with or related to, or knowingly provide approve, accept, or enter into any information toletter of intent, term sheet or Contract or other arrangement or understanding regarding, any Person Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization offering or refinancing sale of any member Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the Group Companies SEC related there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other than as expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Company Acquisition Proposal; or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) terminate, and the other Transaction Documentscause each of its parent entities, including the Backstop Agreements Affiliates and the Subscription Agreements)Subsidiaries, and its and their Representatives to terminate, any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any all existing discussions, communications discussions or negotiations with any Person or group of Persons regarding a Company Acquisition Proposal, (B) notify Pathfinder promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other than Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and the Company’s Representativesto provide a copy of any such Company Acquisition Proposal, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction if extended in writing, and (bC) keep Pathfinder reasonably informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During Until the period from the date hereof through the Closing Effective Date, neither FAFCO nor EXPERIAN shall, directly or the earlier termination of this Agreementindirectly, none of Parent take (and neither FAFCO nor EXPERIAN shall authorize or Merger Sub will take permit its or its Subsidiaries' officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents, to so take) any action to knowingly initiateencourage, solicit or engage solicit, initiate or, subject to the fiduciary duties of its respective Board of Directors under applicable law as advised by counsel, participate in any way in discussions or negotiations with, or knowingly provide furnish any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies Parties hereto or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive officers, directors, representatives, agents, affiliates or non-exclusiveassociates) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree thatpossible or proposed (a) merger or other business combination, if sale or other disposition of assets constituting the Takeover Panel determines RES Business or the FAREISI Business, as the case may be, (b) sale of shares of capital stock if, as a result of such sale of shares of capital stock, an EXPERIAN Change of Control or a FAFCO Change of Control would occur or (c) similar transactions involving (i) in the case of EXPERIAN, the EXPERIAN Interests or the RES Business and (ii) in the case of FAFCO, FAREISI or the other FAFCO Members, the FAFCO Interests or the FAREISI Business; provided, that -------- nothing contained in this Section 5.07 shall restrict or prohibit any provision disclosure by any Party that is required on the advice of counsel in any document to be filed with the Commission after the date of this Agreement that requires Parent to take or not to take actionany disclosure that, whether as a direct obligation or as a condition in the opinion of the Chief Executive Officer of such Party on advice of counsel, is otherwise required under applicable law. Each of FAFCO and EXPERIAN will promptly communicate to the Company’s obligations (however expressed)other Parties the terms of any proposal or inquiry that it may receive in respect of any such transaction, is not permitted by Rule 21.2 or of the City Code on Takeovers and Mergers (the “Takeover Code”), that any such provision shall have no effect and shall information requested from it or of any such negotiations or discussions being sought to be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinitiated with it.

Exclusive Dealing. During the period from the date hereof through of this Agreement until the earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent Seller shall not take, or Merger Sub will take cause or encourage the Companies to take, any action to knowingly solicit, encourage, initiate, solicit or facilitate, engage in or continue discussions or negotiations with, or knowingly provide any information toto or enter into any agreement with, any Person (other than the Company Buyer and/or its Affiliates and the Company’s Representativesrepresentatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares Purchased Interests, the CRM Assets, the CRM Business, or any merger, sale consolidation, liquidation, recapitalization, share exchange or other business combination involving any Company or any Person owning or having rights to any of a majority the CRM Assets or the CRM Business, any sale, lease, exchange or other disposition of all or substantially all of the assets of any Company or any Person owning or having rights to any of the Group Companies CRM Assets or the CRM Business or similar transactions transaction involving any Company, the Group Companies CRM Assets or their respective securities (the CRM Business, other than assets sold in the Ordinary Course of Business On-Sale Transaction and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) transactions contemplated by the Stock Purchase Agreement (each such transaction, an “Alternative Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that, prior to the date of this Agreement, Seller, eBay, the On-Sale Seller and the Companies have provided that this Section 5.05 will not apply information relating to Parent or Parent’s Representatives the Companies and have afforded access to, and engaged in discussions with, other Persons in connection with shareholder communications related a proposed transaction, and Xxxxx further acknowledges that such information, access and discussions could reasonably enable another Person to form a basis for an acquisition transaction without any breach by Seller of this Section 4(e). Seller shall promptly provide notice to Buyer in the transactions contemplated by this Agreement and event it obtains actual knowledge that any Person has made an offer to acquire any of the other Transaction Documents Purchased Interests or the executionCRM Assets. Seller agrees that the rights and remedies for noncompliance with this Section 4(e) shall include having such provision specifically enforced by any court having equity jurisdiction, delivery it being acknowledged and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) agreed that any such Person’s breach or threatened breach shall cause irreparable injury to Buyer and its authorized Representatives’ access that money damages would not provide an adequate remedy to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredBuyer.

Exclusive Dealing. During the period from From the date hereof through until the earlier of the Closing or and the earlier termination of this Agreement, none of Parent the Sellers, the Company, the Company Subsidiaries, or Merger Sub will any of their respective Affiliates and each of their respective Representatives shall, directly or indirectly, take, or direct any other Person to take on its behalf, any action to knowingly initiatesolicit, solicit encourage or engage in discussions enter into any negotiation, discussion, Contract or negotiations instrument, with, or knowingly provide any information to, any Person (other than the Company Buyer and the Company’s its Affiliates and their respective Representatives, that relates to, or would reasonably be expected to lead to, (a) concerning an initial public offering, recapitalization or refinancing any sale of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Company Shares or any mergerEquity Interests of the Company, sale of a majority (b) any lease, sale, transfer or other disposition of the assets of the Group Companies Company or any Company Subsidiary, (c) any merger, recapitalization or similar transactions involving transaction with respect to the Group Companies Company or their respective securities any Company Subsidiary, or (d) any other than assets sold in transaction that does or would reasonably be expected to impede or otherwise delay the Ordinary Course of Business and licenses transaction contemplated hereby (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transactioncollectively, an “Alternative Transaction”); provided that this Section 5.05 will the actions contemplated herein with respect to the Company Options shall not apply be deemed to Parent be a violation of the preceding sentence. None of the Sellers, the Company, the Company Subsidiaries, their respective Affiliates and each of their respective Representatives shall assist any third party in preparing or Parent’s Representatives soliciting an offer relating in connection any way to an Alternative Transaction (in each case other than with shareholder communications related respect to the transactions contemplated by this Agreement and Agreement). Promptly following the other Transaction Documents or date hereof, each Seller, the execution, delivery and performance thereof. Parent willCompany, and will cause its Subsidiaries toeach Company Subsidiary, cease as applicable, shall terminate any and cause to be terminated (a) any existing discussions, communications all negotiations or negotiations discussions with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to third party regarding any proposal concerning any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregardedTransaction. In the event that any unsolicited inquiry is made by a potential Seller or the Company receives any inquiry, proposal or offer from any third party to concerning an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) such Person shall promptly notify the Company Buyer in writing of the receipt of any such correspondence as well as the material terms thereof. The parties acknowledge and agree that solely ministerial acts, such contact has occurredas answering unsolicited telephone calls without providing any substantive information, shall not be deemed to constitute a breach of this Section 7.4.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none TopCo and the Company shall not, and each of Parent them shall cause their Representatives not to, directly or Merger Sub will take any action to knowingly indirectly (i) solicit, initiate, solicit encourage (including by means of furnishing or engage in discussions disclosing information), facilitate, discuss or negotiations withnegotiate, directly or knowingly provide any information toindirectly, any Person inquiry, proposal or offer (other than the Company and the Company’s Representativeswritten or oral) concerning an initial public offeringto (A) acquire, recapitalization in one transaction or refinancing a series of transactions, all or a substantial portion of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of any Group Company or TopCo, at least 5% of the Equity Securities of any Group Companies Company or TopCo or the businesses of any Group Company or TopCo (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar transactions involving the investment in any Group Companies Company or their respective securities TopCo (other than assets sold in the Ordinary Course of Business and licenses clause (whether exclusive A) or non-exclusive) of the intellectual property rights of a third Person) (each such transactionB), an “Alternative TransactionAcquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); provided (ii) furnish or disclose any non-public information to any Person in connection with, or that this Section 5.05 will not apply could reasonably be expected to Parent lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or Parent’s Representatives take any steps in connection with shareholder communications related a public offering of any Equity Securities of any Group Company or TopCo (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the transactions contemplated foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company and TopCo agree to (x) notify Parent promptly upon receipt of any Acquisition Proposal by this Agreement and the other Transaction Documents TopCo or the execution, delivery and performance thereof. Parent willany Group Company, and will cause its Subsidiaries toto describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (by) keep Parent fully informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During the period from the date hereof through until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent or Merger Sub will take any action to knowingly initiateSellers shall not, solicit or engage in discussions or negotiations with, or knowingly provide any information and shall cause the Company Group (and shall direct the Joint Venture Entities) and its and their respective Representatives not to, directly or indirectly (w) execute any Person written agreement to enter into a Competing Transaction, (x) enter into or participate in any negotiations or discussions with any potential third-party acquirer (other than the Company and the Company’s RepresentativesPurchaser) concerning an initial that would be reasonably expected to result in a Competing Transaction; (y) knowingly encourage, knowingly facilitate, initiate or solicit (i) any Competing Transaction, (ii) any inquiries regarding any Competing Transaction, or (iii) any proposals or offers for any Competing Transaction; or (z) provide confidential non-public offering, recapitalization or refinancing of information to any member of the Group Companies potential third-party acquirer (other than Purchaser) to facilitate a Competing Transaction or afford access to the Business, Vessels or, except as contemplated required by this Agreement and Law, the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority books or records of the outstanding Parent Ordinary Shares or any merger, sale of Acquired Entities thereto in connection with a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Competing Transaction”); provided that this Section 5.05 will not apply Purchaser hereby acknowledges that prior to Parent or Parent’s Representatives the date hereof, Sellers and their Affiliates have provided information relating to the Company Group and has afforded access to, and engaged in discussions with, other Persons in connection with shareholder communications related a Competing Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Competing Transaction without any breach by Sellers of this Section 5.11. Notwithstanding the transactions contemplated by this Agreement foregoing, (1) Sellers shall, and shall cause the Company Group (and direct the Joint Venture Entities) and Sellers’ and the other Transaction Documents or Company Group’s (and direct the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries Joint Venture Entities’) respective Representatives to, : (A) immediately cease and cause to be terminated (a) terminate any existing discussionssolicitation, communications discussions or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors that may be ongoing with respect to the PIPE Investment and the Backstop Shareholders with respect or that would reasonably be expected to the Backstop Arrangements) conducted heretofore with respect lead to any Alternative Transaction an Competing Transaction; and (bB) any promptly request that such Person’s and its authorized Representatives’ access Person promptly return or destroy all non-public, confidential or proprietary information furnished to any electronic data room granted such Person regarding the Acquired Entities by or on behalf of Sellers or the Acquired Entities that such Person received in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take discussions or not to take action, whether as negotiations regarding a direct obligation potential or as a condition contemplated transaction similar to the Company’s obligations transaction contemplated hereby, and (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that 2) Sellers may respond to any unsolicited inquiry is made proposal regarding a Competing Transaction by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.indicating

Exclusive Dealing. (a) During the period from Pre-Closing Period, the date hereof through Company shall not, and shall cause its Representatives and the Closing Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the earlier termination direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this ‎Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to knowingly initiate, solicit or engage any Person in discussions or negotiations connection with, or knowingly that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this ‎Section 5.8(a) or further an Acquisition Proposal. Notwithstanding the foregoing, subject to Section 5.1, nothing in this Section 5.8(a) shall prohibit or restrict the Company from (x) raising bridge financing in the form of equity securities, convertible debt or SAFE Agreements of the Company or (y) consummating the Hyros Acquisition. The Company agrees to (A) notify 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep 7GC reasonably informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company 7GC and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to the PIPE Investment an Acquisition Proposal and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with any acquisition transaction. The Parties agree thatan Acquisition Proposal, if the Takeover Panel determines that any provision which written request shall instruct such Person to return or confirm (in writing) destruction of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that all such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredconfidential information.

Exclusive Dealing. During (a) The Board of Directors of the period from Company has carefully considered and deliberated upon the terms and conditions of the Merger has concluded that the Merger is fair to, and in the best interests of the stockholders of the Company, with the intent that this Agreement be binding, subject to the terms and conditions hereof. In the process of so concluding, the Board of Directors of the Company has, at the expense of the Company, received the written advice of KBW, its financial advisor, to the effect that, as of the date hereof through thereof and based upon and subject to the Closing matters set forth therein, the Merger Consideration to be received by the stockholders of the Company in the Merger is fair to such stockholders from a financial viewpoint. Accordingly, in view of the commitments of the parties and the time and expense required to consummate the Merger and while this Agreement is in effect, and subject to subsections (b), (c) and (e), the Company shall not, nor shall it permit any of the Company’s Subsidiaries to, nor shall it authorize or permit any director, officer or agent of the earlier termination Company or any of this Agreementthe Company’s Subsidiaries or any investment banker, none attorney, accountant or other advisor of Parent the Company or Merger Sub will any of the Company’s Subsidiaries to, and it shall cause its and its Subsidiaries’ directors, officers, agents, investment bankers, attorneys, accountants and other advisors not to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action to knowingly initiateinduce or facilitate, solicit any Acquisition Proposal (as hereinafter defined), or engage (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or knowingly provide furnish to any person (other than Parent, Parent Bank or their respective representatives) any nonpublic information with respect to, or take any other action to facilitate, any inquiry or the making of any proposal that constitutes or may reasonably be expected to lead to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offeringAcquisition Proposal, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree except that, if the Takeover Panel determines Company receives a communication that any provision of this Agreement that requires Parent to take or not to take actionit believes may, whether upon clarification, constitute a Superior Proposal (as a direct obligation or as a condition hereinafter defined), the Company may communicate with the person making such communication to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of limited extent necessary to obtain the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurrednecessary clarification.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives and the Group Companies not to (i) accept, initiate, respond to, encourage, entertain, solicit, discuss, negotiate, provide information with respect to any transaction or series of related transactions under which any Person(s), directly or indirectly, acquires or otherwise purchases the Company or any of its Affiliates or all or a material portion of the assets, Equity Securities or businesses of the Company or any of its Subsidiaries (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise (each such transaction prohibited by this sentence, an “Acquisition Proposal,” provided that, for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this ‎Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to knowingly initiate, solicit or engage any Person in discussions or negotiations connection with, or knowingly that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this ‎Section 5.8(a) or further an Acquisition Proposal; provided, further that, notwithstanding anything to the contrary in the foregoing, in no event shall an Acquisition Proposal include any transfer of Company Shares to any party to a Support Agreement or an Affiliate of any party to a Support Agreement to the extent that such Company Shares become subject to the obligations under such Support Agreement. The Company agrees to (A) notify Acquiror promptly upon receipt (and in any event within 48 hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep Acquiror fully informed on a current basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company Acquiror and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to the PIPE Investment an Acquisition Proposal and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the date of this Agreement send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with any acquisition transaction. The Parties agree thatan Acquisition Proposal, if the Takeover Panel determines that any provision which written request shall instruct such Person to return or confirm (in writing) destruction of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that all such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredconfidential information.

Exclusive Dealing. During Parent and the period from the date hereof through the Closing or the earlier termination of this AgreementTarget Company shall, none of Parent or Merger Sub will take and shall cause their respective controlled Affiliates and other Representatives to, immediately cease and cause to be terminated any action to knowingly initiateexisting discussions, solicit or engage in discussions communications or negotiations with, or knowingly provide any information electronic data site access provided to, any Person (other than the Company Purchaser and the Company’s its Representatives) concerning any Acquisition Transaction or proposal, inquiry, submission or offer relating to an initial public offeringAcquisition Transaction (an “Acquisition Proposal”). At all times between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, recapitalization Parent and the Target Company shall not, and shall cause their respective controlled Affiliates and other Representatives to not, take any action to directly or refinancing indirectly: (a) solicit, initiate, knowingly encourage or induce the making, submission or announcement of any member of the Group Companies Acquisition Proposal; (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), b) provide any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of public information regarding the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply Target Company or the Transferred Subsidiary or the Target Business to Parent or Parent’s Representatives any Person in connection with shareholder communications or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal; (c) have any substantive communications, or engage in any substantive discussions or negotiations, with any Person with respect to an Acquisition Transaction or an Acquisition Proposal; (d) publicly approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction; or (e) enter into any letter of intent or similar document or any Contract relating to, or consummate, any Acquisition Transaction. At all times between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent shall, within 48 hours after receipt by Parent or any of its controlled Affiliates or Representatives of any Acquisition Proposal, any inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, advise Purchaser in reasonable detail orally and in writing of the same (including the material contents and terms of such Acquisition Proposal, inquiry or indication of interest). Notwithstanding the foregoing, Parent, the Target Company and their respective Representatives may respond to any unsolicited proposal regarding an Acquisition Proposal or Acquisition Transaction by indicating that the Parent and the Target Company are subject to an exclusivity agreement and are unable to provide any non-public information related to the transactions contemplated by this Agreement Target Company, the Transferred Subsidiary and the other Target Business or entertain any proposals or offers or engage in negotiations or discussions concerning an Acquisition Proposal or Acquisition Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any so long as such Person’s and its authorized Representatives’ access to any electronic data room granted exclusivity agreement remains in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredeffect.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, except as set forth on Section 5.8 of the Company Schedules, the Company shall not, and shall cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees, accountants, consultants, advisors, attorneys and agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to knowingly initiate, solicit any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or engage any successor to or parent company of any Group Company); or (v) otherwise cooperate in discussions or negotiations any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPK at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPK promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or any other Group Company receives and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPK reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company STPK and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to an Acquisition Proposal as of the PIPE Investment date hereof and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredroom.

Exclusive Dealing. During From the period from the date hereof Effective Date through the Closing Date or the earlier termination of this AgreementAgreement pursuant to Section 8.1, none of Parent or Merger Sub will take any action to knowingly initiatewithout Buyer’s prior written consent, solicit or engage in discussions or negotiations withSeller shall not, or knowingly provide any information to, any Person (other than and shall cause the Company and the Company’s Representatives) concerning an initial public offeringSubsidiary not to, recapitalization or refinancing and shall take all action necessary to ensure that none of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive Affiliates or non-exclusive) of the intellectual property rights of Representatives shall, directly or indirectly, solicit or encourage inquiries or proposals with respect to a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) Competing Transaction or (b) Permitted Alternative Transaction that is inclusive of the Company and/or the Subsidiary (but not Permitted Alternative Transactions that are not inclusive of the Company and/or the Subsidiary), furnish any existing discussionsnon-public information about the Company in relation to a Competing Transaction, communications participate in any negotiations, discussions or negotiations other contacts concerning a Competing Transaction, or enter into any agreement, letter of intent, or agreement-in-principle relating to, or effect or consummate any Competing Transaction. For the avoidance of doubt, the foregoing shall not prohibit Seller and its Affiliates and its and their respective Representatives from engaging in negotiations, discussions or other contacts, in each case concerning a Permitted Alternative Transaction, but only in the event Seller or its Affiliates or Representatives receives an unsolicited offer with any Person (other than respect to such a Permitted Alternative Transaction. Immediately upon the execution of this Agreement, Seller shall, and shall cause the Company and the Company’s Subsidiary to, and shall take all action necessary to cause their respective Affiliates or Representatives to, discontinue any ongoing discussions or negotiations (other than any ongoing discussions with Buyer or its Affiliates or Representatives) relating to a possible Competing Transaction. From the Effective Date through the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, (a) Seller also will cause its officers, directors, employees, Representatives, and agents, and their respective Affiliates to refrain from doing any of the PIPE Investors above with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction a Competing Transaction, and (b) Seller will immediately (but in any event within 24 hours) notify Buyer if any such Person’s and its authorized Representatives’ access bona fide inquiries, proposals or requests for information are received by, or any such negotiations or discussions are sought to be initiated with it or any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party other persons or entities referred to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.above; 43

Exclusive Dealing. During In order to induce FGLD to expend time and resources in connection with the period from Due Diligence investigation and the date hereof through negotiation of the Closing or Definitive Agreement, the earlier termination undersigned parties agree that upon execution of this Agreementletter and until May 31, none of Parent 2013 (the "Exclusivity Period"), neither CH, the Owners nor its affiliates, related parties, employees or Merger Sub consultants (collectively, the “Sellers”) will, and will take any action to knowingly initiateprevent their respective representatives from, solicit directly or engage indirectly, encouraging, soliciting, participating in or initiating discussions or negotiations with, or knowingly provide providing any information to, any Person person or group (other than collectively, the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements"Prohibited Activities"), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related with, or which may be reasonably expected to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries lead to, cease and cause to be terminated (a) any existing discussionsacquisition or purchase of a substantial amount of the assets of, communications or negotiations with any Person (other than the Company and the Company’s Representativesequity interest in, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and Sellers, (b) any such Person’s merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving the Seller , or (c) any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the proposed acquisition contemplated by this letter (an "Alternative Transaction"). If the Sellers or any Seller Representative breaches this paragraph 10, then (unless a Closing occurs) the Purchaser will be entitled to receive from the Seller, all reasonable and its authorized Representatives’ access to any electronic data room granted properly documented out of pocket expenses (including third party expenses) incurred in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 pursuit of the City Code transaction contemplated herein. If the foregoing Letter of Intent accurately expresses our preliminary understanding, please indicate your acknowledgement below. Dated: April 5, 2013. Focus Gold Corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Corporate Secretary [continued on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.next page] Carbon Energy Handling Inc. By: /s/ Xxxxxx X. Xxx Name: / Xxxxxx X. Xxx Title: CEO The Owners By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx

Exclusive Dealing. During the period from the date hereof through the Closing Interim Period, Seller shall not take, and shall not authorize, encourage, permit or the earlier termination instruct any of this Agreementits Representatives to take, none of Parent directly or Merger Sub will take indirectly, any action to knowingly initiateto: (a) solicit, solicit initiate or engage in discussions encourage the making, submission or negotiations with, or knowingly provide announcement of any information to, Acquisition Proposal from any Person (other than the Company and the Company’s Buyer or its Representatives); (b) concerning encourage, initiate, participate in or engage in any discussions, negotiations or other communications regarding an initial public offeringAcquisition Proposal; (c) execute, recapitalization enter into or refinancing become bound by any letter of intent or other Contract with any member of the Group Companies Person (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), Buyer or its Representatives) relating to or in connection with an Acquisition Proposal; (d) provide any purchase of a majority of the outstanding Parent Ordinary Shares or information to any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities Person (other than assets sold Buyer or its Representatives) in the Ordinary Course of Business and licenses response to an Acquisition Proposal; or (whether exclusive e) entertain or non-exclusiveaccept any Acquisition Proposal from, cooperate in any way with, or facilitate or encourage any effort or attempt by any Person (other than Buyer or its Representatives) of the intellectual property rights of a third Person) (each such transaction, relating to an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereofAcquisition Proposal. Parent willSeller shall, and will cause shall instruct its Subsidiaries Representatives to, immediately cease and cause to be terminated (a) any all existing discussions, conversations, negotiations and other communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction Acquisition Proposal. Within two (2) Business Days following the date hereof, Seller shall, or shall cause its Representatives to, instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Proposal in accordance with the confidentiality agreements entered into between Seller and (b) any such Person’s . Seller shall promptly (and its authorized Representatives’ access to in any electronic data room granted event within twenty-four (24) hours of receipt thereof) notify Buyer orally and in writing of any Acquisition Proposal that is received by Seller during the Interim Period, which notice shall include: (i) the identity of the Person making or submitting such indication of interest, inquiry, proposal, [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. offer or request, and the terms and conditions thereof; and (ii) an accurate and complete copy of all written materials provided in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredAcquisition Proposal.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, except as set forth on Section 5.8 of the Company Schedules, the Company shall not, and shall cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees, accountants, consultants, advisors, attorneys and agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to knowingly initiate, solicit any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or engage any successor to or parent company of any Group Company); or (v) otherwise cooperate in discussions or negotiations any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPC at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or any other Group Company receives and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company STPC and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to an Acquisition Proposal as of the PIPE Investment date hereof and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredroom.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none neither Newco nor the Company shall, and each of Parent Newco and the Company shall cause the other Group Companies, its controlled Affiliates and its and their respective Representatives not to, directly or Merger Sub will take any action to knowingly indirectly: (i) solicit, initiate, solicit knowingly encourage (including by means of furnishing or engage disclosing information), knowingly facilitate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in discussions connection with, or negotiations that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) discuss or negotiate with any Person a Company Acquisition Proposal (other than to inform such Person of the restrictions set forth in this Section 5.6), (iv) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly provide assist or participate in, or knowingly facilitate or encourage any information to, effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify FEAC promptly upon receipt of any such inquiry, proposal, offer or Company Acquisition Proposal by any Group Company, and to provide copies of material documents, correspondence or other than material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the material terms and conditions of any such inquiry, proposal, offer or Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such inquiry, proposal, offer or Company Acquisition Proposal) and (B) keep FEAC reasonably informed on a current basis of any modifications to such inquiry, proposal, offer or Company Acquisition Proposal and shall provide to FEAC copies of all material correspondence if in writing or electronic form and if not in writing or electronic form, a description of the material terms of such correspondence or communication to the Company and the Company’s Representatives) concerning an initial public offering, recapitalization by or refinancing on behalf of any member Person making such inquiry, proposal, offer or Company Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.6(a), this Agreement shall not prevent the Company or its board of directors from, prior to obtaining the Company Required Approval in respect of the Group Companies (other than as contemplated by this Agreement and Company Arrangement Resolution, disclosing to Company Shareholders the other Transaction Documentsreceipt, including the Backstop Agreements and the Subscription Agreements), any purchase existence or terms of a majority bona fide Company Acquisition Proposal received after the date hereof that did not result from a material breach of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed5.6(a), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.

Exclusive Dealing. During The Company will not (a) solicit acquisition or ----------------- investment proposals relating to the period from the date hereof through the Closing assets or the earlier termination stock of the Company or any of the Subsidiaries from any outside sources; (b) entertain or discuss any acquisition or investment proposals relating to the assets or the stock of the Company or any of the Subsidiaries from any unsolicited outside sources, or (c) disclose (other than in the ordinary course of business, or to its attorneys, accountants or investment advisors) to any outside sources any non-published information concerning the Company or the Subsidiaries, or their business and/or financial condition, other than to the Buyers; provided, however, that the Company may make any public disclosure it believes in good faith is required by law or regulation (in which case the Company will advise and give the Buyers an opportunity to review and comment prior to making the disclosure). Notwithstanding anything contained herein to the contrary, in the event that the Company is in receipt of a Superior Proposal (as hereinafter defined) and the Board of Directors of the Company determines, in consultation with legal counsel, that the failure to take action with respect to such Superior Proposal would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 141 of the Delaware General Corporation Law, then the Company's Board of Directors shall be free, without encumbrance under this Agreement, none to entertain or discuss any acquisition or investment proposals relating to the assets or the stock of Parent the Company or Merger Sub will take any action of the Subsidiaries and to knowingly initiateterminate this Agreement. As used in this Section 6.06, solicit or engage in discussions or negotiations withthe term "Superior Proposal" shall mean a bona fide written proposal from a third party for a competing transaction, or knowingly provide any information towhich the Company's Board of Directors and/or financial advisor determines is reasonably capable of being financed, any Person (other on terms which the Board of Directors of the Company reasonably determines to be more favorable than the Company issuance of the Shares to the Buyer, in accordance with and having regard to the interests of the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred's stockholders.

Exclusive Dealing. During the period from Between the date hereof through and the earlier of the Closing or and the earlier termination of this Agreement, none of Parent the Company shall not (and shall use reasonable efforts to cause its Representatives and Affiliates not to), directly or Merger Sub will indirectly, take any action to of the following actions with any party other than Buyer and its designees: (i) solicit, knowingly initiateencourage, solicit initiate or engage participate in any negotiations or discussions or negotiations with, or knowingly provide any information with respect to, any Person offer or proposal to acquire or license all or substantially all, or a significant portion (other than its products in the Company and ordinary course of business), of the Company’s Representatives) concerning an initial public offeringbusiness, recapitalization technologies or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares properties or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representativesequity whether by merger, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore purchase of assets, equity purchase (including convertible securities), license, tender offer or otherwise (including any option or right with respect to any Alternative Transaction and of the foregoing), or enter into any agreement providing for, or effect, any such transaction; (ii) disclose any information not customarily disclosed in the ordinary course of business to any person concerning the Company’s business, technologies or properties or afford to any person or entity including, but not limited to, financing parties, access to its properties, books or records; (iii) assist or cooperate with any person to: (a) make any proposal to purchase all or any portion of the Company’s equity; or (b) license all or any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision material portion of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations assets; or (however expressed), is not permitted by Rule 21.2 iv) enter into any agreement or arrangement with any person providing for the acquisition or licensing of all or any significant portion of the City Code on Takeovers and Mergers Company (the “Takeover Code”whether by way of merger, purchase of assets, equity purchase, license, tender offer or otherwise), that such provision shall have no effect and shall be disregarded. In the event that the Company shall receive, or shall become aware that any unsolicited inquiry is made by a potential party of its officers, managers, employees, members, agents, representatives or affiliates has received, any offer or proposal, directly or indirectly, of the type referred to an Alternative Transactionin clause (i) or (iii) above, whether formal or informalany request for disclosure or access pursuant to clause (ii) above, Parent will (it shall notify Buyer of such offer or proposal within twenty-four hours thereof, including without limitation information as to the extent permissible under specific terms of such offer or proposal, as the Takeover Code) notify case may be, and will cooperate with Buyer by furnishing any information Buyer may reasonably request with respect thereto. The Company agrees to immediately terminate any current discussions with third parties with respect to any of the foregoing and represents that it has the right to so terminate any such discussions. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer, manager, member, agent, representative or affiliate of the Company that such contact has occurredshall be deemed to be a breach of this Agreement by the Company.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent the Company shall not, and shall cause its Representatives not to, directly or Merger Sub will take any action to knowingly indirectly (i) solicit, initiate, solicit encourage (including by means of furnishing or engage in discussions disclosing information), facilitate, discuss or negotiations withnegotiate, directly or knowingly provide any information toindirectly, any Person inquiry, proposal or offer (other than the Company and the Company’s Representativeswritten or oral) concerning an initial public offeringto (A) acquire, recapitalization in one transaction or refinancing a series of transactions, all or a substantial portion of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of any Group Company, the Equity Securities of any Group Companies Company or the businesses of any Group Company (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), or (B) make an equity or similar transactions involving the investment in any Group Companies Company or their respective securities Affiliates (other than assets sold in the Ordinary Course of Business and licenses clause (whether exclusive A) or non-exclusive) of the intellectual property rights of a third Person) (each such transactionB), an “Alternative TransactionAcquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); provided (ii) furnish or disclose any non-public information to any Person in connection with, or that this Section 5.05 will not apply could reasonably be expected to Parent lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or Parent’s Representatives take any steps in connection with shareholder communications related a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the transactions contemplated foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company agrees to (x) notify Qell promptly upon receipt of any Acquisition Proposal by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent willany Group Company, and will cause its Subsidiaries toto describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (by) keep Qell fully informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transactionoffer or information. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.66

Exclusive Dealing. During the period from From the date hereof through of this Agreement until the earlier of the Closing Date or the earlier termination date this Agreement is terminated pursuant to Article X hereof, neither the Selling Parties or Principal Stockholders, nor any of their Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of any Selling Party, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation, purchase of stock, merger or other business combination or amalgamation or otherwise (each of the foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Selling Parties and which the Selling Parties believe could be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of the Selling Parties’ Representatives to take any such action. Upon the execution of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company Selling Parties and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent willPrincipal Stockholders shall cease, and will shall cause its Subsidiaries totheir Representatives to cease, cease immediately and cause to be terminated (a) any and all existing discussions, communications discussions or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) parties conducted heretofore with respect to any Alternative Transaction Acquisition Proposal and (b) any such Person’s and promptly request that all confidential information with respect thereto furnished by the Selling Parties or its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transactionRepresentatives be returned. The Parties agree that, if From the Takeover Panel determines that any provision date of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to until the Company’s obligations (however expressed), is not permitted by Rule 21.2 earlier of the City Code on Takeovers Closing Date or the date this Agreement is terminated pursuant to Article X hereof, the Selling Parties shall notify Purchaser as promptly as practicable (and Mergers in any event within one (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that 1) Business Day) of any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether proposal or offer (formal or informal, Parent will oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or of any request for information in connection with a potential Acquisition Proposal, such notice to include the identity of the Person proposing such Acquisition Proposal and the terms thereof (including furnishing a copy of any written proposal), and shall keep Purchaser apprised, on a current basis, of the status of any such Acquisition Proposal and of any modifications to the extent permissible under terms thereof. The Selling Parties shall instruct each of their Representatives to observe the Takeover Code) notify terms of this Section 6.8. Without limiting the Company foregoing, it is understood that any violation of the restrictions set forth in this Section 6.8 by any Representative, whether or not such contact has occurredPerson is purporting to act on behalf of the Selling Parties or otherwise, shall be deemed to be a breach of this Section 6.8 by the Selling Parties.

Exclusive Dealing. During Each party hereto agrees that during the period from the date hereof through the Closing or the earlier termination of this AgreementAgreement in accordance with Article 9, none of Parent the Company or Merger Sub will its Subsidiaries or the Sellers’ Representative or the Sellers that execute and deliver to the Buyer Indemnification Agreements on the date hereof and their respective controlled Affiliates shall, and each of the foregoing Persons shall use reasonable efforts to cause their respective officers, directors, managers, employees, agents, consultants, advisors or other representatives not to, directly or indirectly, (a) solicit, initiate, induce, encourage, facilitate the making, submission or announcement of any proposals, offers or inquiries from any Person with respect to, or enter into negotiations or any agreement relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that would reasonably be expected to knowingly initiatelead to an Acquisition Proposal, solicit with any Person, in any case other than Buyer or engage any of its Affiliates, (b) furnish any information regarding the Acquired Companies to any Person in discussions connection with or negotiations within response to an Acquisition Proposal or an inquiry or indication of interest in a merger, consolidation or other business combination involving any Ownership Interest in, or knowingly provide any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority material portion of the assets of, any of the Group Companies or similar transactions involving the Group Companies or their respective securities (Acquired Companies, other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement Agreement, that would reasonably be expected to lead to an Acquisition Proposal, (c) engage in any discussions or negotiations with any Person with respect to an Acquisition Transaction or Acquisition Proposal, (d) approve, endorse or recommend any Acquisition Proposal, or (e) enter into any commitment, understanding, term sheet, letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by (i) any of the Acquired Companies, (ii) the Sellers’ Representative or (iii) any of the Sellers that execute and deliver to the Buyer Indemnification Agreements on the date hereof and any of their respective controlled Affiliates shall be deemed to constitute a breach of this Section 7.05 by the Company. Promptly following the execution and delivery of this Agreement, the Company shall cause the other Transaction Documents or the executionAcquired Companies and its and their Affiliates and their respective directors, delivery managers, officers, employees, agents, consultants, advisors and performance thereof. Parent will, and will cause its Subsidiaries other representatives to, immediately cease and cause to be terminated (a) any existing discussions, communications or negotiations discussions with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop ArrangementsBuyer or any of its Affiliates) conducted heretofore with respect that relate to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take Acquisition Proposal or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredAcquisition Proposal.

Exclusive Dealing. (a) During the period from the date hereof of this Agreement through and including the Closing or the earlier termination Date, Casella shall not, and shall cause its and its Subsidiaries, Representatives and other agents of this Agreement, none of Parent or Merger Sub will take Casella and its Subsidiaries to refrain from taking any action to knowingly to, directly or indirectly, approve, authorize, encourage, initiate, solicit solicit, or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company Purchaser and the Company’s Representativesits Affiliates or Representative concerning any Alternate Transaction (as defined below) concerning and Casella shall not enter into, and Casella shall prevent its Subsidiaries from entering into any Alternate Transaction. For purposes hereof, an initial public offering“Alternate Transaction” shall mean (i) any membership interest purchase, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documentsstock purchase, including the Backstop Agreements and the Subscription Agreements)merger, any purchase of a majority of the outstanding Parent Ordinary Shares or any mergerconsolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale of a majority equity interests or other similar transaction involving the Companies or their Subsidiaries, (ii) any sale or other disposition of all or any significant portion of the assets of the Group Companies and their respective Subsidiaries, (iii) any other transaction in respect of the Companies and their respective Subsidiaries which results directly or similar transactions involving indirectly, in a change of control of the Group Companies or their respective securities Subsidiaries or sale of any minority equity interest in a Company or one of its Subsidiaries (other than assets sold in the Ordinary Course of Business and licenses except as specifically permitted by Section 6.3(b), (whether exclusive or non-exclusiveiv) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related any transaction similar to the transactions contemplated by this Agreement and the other Transaction Documents Ancillary Agreements or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (av) any existing discussionsother transaction or series of transactions which has substantially similar economic effects, communications or negotiations with any Person (other than the Company and the Company’s Representativesin each such case, the PIPE Investors in which transaction Purchaser does not participate; provided, this Section 6.4(a) shall not restrict Casella with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree thata Change of Control of Casella, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”)provided, that such provision shall have no effect and shall be disregardedthe same does not affect Purchaser’s rights hereunder. In Casella will not vote the event that capital stock or other voting interests of any unsolicited inquiry is made by a potential party to an Alternative of its Subsidiaries in favor of any Alternate Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.

Exclusive Dealing. During the period from the date hereof through of this Agreement until the earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with its terms, none Parent shall not take, or permit the Company or any of Parent Parent's or Merger Sub will take the Company's respective Affiliates or Representatives to take, any action to knowingly solicit, encourage, initiate, solicit or facilitate, engage in or continue discussions or negotiations with, or knowingly provide any information toto or enter into any agreement with, any Person (other than the Company Buyer and/or its Affiliates and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares Company's equity securities or any merger, sale consolidation, liquidation, recapitalization, share exchange or other business combination involving the Company, any sale, lease, exchange or other disposition of a majority all or substantially all of the assets of the Group Companies Company or similar transactions transaction involving the Group Companies or their respective securities (Company, other than sales of inventory in the ordinary course of business and assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) accordance with Section 6.1 (each such transaction, an “Alternative "Acquisition Transaction”"); provided, however, that Buyer hereby acknowledges that, prior to the date of this Agreement, Parent and the Company have provided that this Section 5.05 will not apply information relating to Parent or Parent’s Representatives the Company and have afforded access to, and engaged in discussions with, other Persons in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent willa proposed Acquisition Transaction, and will cause its Subsidiaries toBuyer further acknowledges that such information, cease access and cause discussions could reasonably enable another Person to be terminated form a basis for an Acquisition Transaction without any breach by Parent of this Section 6.11. Neither Parent (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment Company or any proposed Acquisition Transaction) nor the Company shall release any third party from, or waive any provision of, any confidentiality agreement to which it is a party and Parent and the Backstop Shareholders with respect Company also agree to the Backstop Arrangements) conducted promptly request each Person that has heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted executed a confidentiality agreement in connection with any its consideration of acquiring (whether by merger, acquisition transaction. The Parties agree thatof stock or assets or otherwise) the Company, if any, to return (or if permitted by the Takeover Panel determines applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of Parent or the Company and, if requested by Buyer (and at Buyer's expense), to enforce such Person's obligation to do so. Parent and the Company agree that the rights and remedies for noncompliance with this Section 6.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any provision of this Agreement such breach or threatened breach shall cause irreparable injury to Buyer and that requires Parent money damages would not provide an adequate remedy to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredBuyer.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the a) The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (ai) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any existing discussionsinquiry, communications proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder; or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of any modifications to such offer or information. The Company shall also provide SPAC with written confirmation that the Company has advised, in writing, the Person making such Company Acquisition Proposal that the Company and its Representatives are contractually prohibited from furnishing any non-public information regarding the Company to any Person in connection with or in response to a Company Acquisition Proposal and from engaging in discussions or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredAcquisition Proposal.

Exclusive Dealing. During In order to cause BBY to be willing to spend the period time and incur the expense necessary to conduct due diligence and undertake negotiations related to the Transaction, the Company agrees that it will not, and will not permit any director, officer, authorized employee, agent or other representative of the Company to, negotiate, solicit or encourage, or (subject to the fiduciary duties of the Company's Board of Directors), respond to any inquiries (other than a response that merely defers a substantive response until after the expiration of the Exclusivity Period, as defined below) or requests for non-public information relating to, any proposal for the combination of the Company with any other party or sale or other disposition of the Company or a substantial portion of its assets (whether by means of a negotiated sale of securities or assets, tender or exchange offer, merger or other business combination, recapitalization, restructuring or other transaction) (collectively referred to herein as a "Sale") with or from any other party from and after the date hereof through and including the earlier of (a) the date upon which BBY gives notice, in accordance with Section 6 of this Agreement, to the Company that it does not wish to proceed with a Transaction, or (b) October 6, 2000 (the "Exclusivity Period"). In addition, the Company agrees that it will immediately cease from the date hereof through the Closing end of the Exclusivity Period any existing negotiations with any party other than BBY or its affiliates in respect of a Sale. The Company will promptly notify Xxxxxxx Xxxx if it receives, at any time during the earlier termination Exclusivity Period, any offers, proposals, inquiries or requests for non-public information concerning a Sale. If Xx. Xxxx determines in his reasonable discretion that any such offer, proposal, inquiry or request for information is likely to result in an Other Offer (as defined below), then the Company shall immediately notify BBY of such offer, proposal, inquiry or request for information. For purposes of this Section 10, an "Other Offer" shall mean an unsolicited offer concerning a Sale received by the Company during the Exclusivity Period which, pursuant to its fiduciary obligations, the Board of Directors of the Company concludes, after receiving the advice of outside counsel and financial advisers, that it must consider and respond to prior to the expiration of the Exclusivity Period. The Company may consider and respond to an Other Offer prior to the expiration of the Exclusivity Period provided it (i) promptly advises BBY of the receipt of such Other Offer and the Board's conclusions with respect thereto, (ii) promptly advises BBY of the terms of such Other Offer, including the identity of the offeror, and (iii) considers at the same meeting at which such Other Offer is to be considered any amended offer submitted by BBY for consideration by the Company's Board of Directors. Nothing contained in this Section 10 shall prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position with respect to an Other Offer as contemplated by Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended. In connection with any such Other Offer, the Company will only provide information to such third party if such third party has executed a confidentiality agreement in substantially the same form as the confidentiality provisions of this Agreement, none and BBY is provided with copies of Parent or Merger Sub all information given to the other party which was not previously provided to BBY. The Company will take not release any action to knowingly initiate, solicit or engage in discussions or negotiations withthird party from, or knowingly provide waive any information toprovisions of, any Person (other than confidentiality or standstill agreement to which the Company is a party unless and until the parties hereto have terminated their negotiations pursuant to Section 6 above. In consideration of the Company’s Representatives's agreement hereto, BBY agrees to diligently pursue its due diligence review during the Exclusivity Period and agrees further to notify the Company within forty-eight (48) concerning an initial public offering, recapitalization or refinancing hours of any member of the Group Companies (other than determination not to proceed with a transaction as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredparties.

Exclusive Dealing. During (a) From the period from Original Effective Date until the date hereof through earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none of the Company has not and shall not, and has caused and shall cause the other Group Companies, Parent, Parent GP and its and their respective Representatives not to, directly or Merger Sub will take any action to knowingly indirectly: (i) solicit, initiate, solicit seek, knowingly encourage (including by means of furnishing or engage disclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations withwith any third party in connection with or related to, or knowingly provide approve, accept, or enter into any information toletter of intent, term sheet or Contract or other arrangement or understanding regarding, any Person Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization offering or refinancing sale of any member Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the Group Companies SEC related there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other than as expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Company Acquisition Proposal; or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) terminate, and the other Transaction Documentscause each of its parent entities, including the Backstop Agreements Affiliates and the Subscription Agreements)Subsidiaries, and its and their Representatives to terminate, any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any all existing discussions, communications discussions or negotiations with any Person or group of Persons regarding a Company Acquisition Proposal, (B) notify Pathfinder promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other than Representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and the Company’s Representativesto provide a copy of any such Company Acquisition Proposal, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction if extended in writing, and (bC) keep Pathfinder reasonably informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the Closing earlier of the Arrangement Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, none of Parent the Company shall not, and shall cause the other Group Companies, its controlled Affiliates and its and their respective Representatives not to, directly or Merger Sub will take any action to knowingly indirectly: (i) solicit, initiate, solicit knowingly encourage (including by means of furnishing or engage disclosing information), knowingly facilitate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in discussions connection with, or negotiations that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) discuss or negotiate with any Person a Company Acquisition Proposal (other than to inform such Person of the restrictions set forth in this Section 5.5(d), (iv) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (v) take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly provide assist or participate in, or knowingly facilitate or encourage any information to, effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (other than A) notify Prospector promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep Prospector reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding anything to the contrary in this Section 5.6(a), this Agreement shall not prevent the Company and or its board of directors from, prior to obtaining the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member Company Required Approval in respect of the Group Companies (other than as contemplated by this Agreement and Company Arrangement Resolution, disclosing to Company Shareholders the other Transaction Documentsreceipt, including the Backstop Agreements and the Subscription Agreements), any purchase existence or terms of a majority bona fide Company Acquisition Proposal received after the date hereof that did not result from a material breach of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed5.6(a), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the a) The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any all existing discussions, communications or discussions and negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore parties with respect to any Alternative Transaction proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (bi) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any such Person’s and its authorized Representatives’ access inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any electronic data room granted Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any acquisition transactionEquity Securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or Merger Sub); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Parties agree thatCompany agrees to (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by any Group Company or Merger Sub, if and to describe the Takeover Panel determines that material terms and conditions of any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to such Company Acquisition Proposal in reasonable detail (including the Company’s obligations (however expressed), is not permitted by Rule 21.2 identity of the City Code Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on Takeovers and Mergers (the “Takeover Code”), that a current basis of any modifications to such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal offer or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During the period from From the date hereof through until the earlier of the Closing or the earlier termination of this Agreement, none of Parent the Company, Principal Stockholder and their Affiliates will not, and the Company will ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or Merger Sub will indirectly: (i) initiate, solicit or encourage, or take any action to knowingly initiatefacilitate any inquiries or the making of, solicit any offer or Proposal which constitutes or is reasonably likely to lead to any Proposal, or (ii) engage in negotiations or discussions or negotiations with, or knowingly provide any non-public information or data concerning the Company or the Business to, any Person (other than the Parent or any of its Affiliates) relating to any Proposal whether made before or after the date of this Agreement. Notwithstanding the foregoing, prior to the time on which the Requisite Stockholder Approval is obtained, the Company, Principal Stockholder and the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may furnish information concerning the business, properties or assets of the Company to any Person, including furnishing non-public information pursuant to an executed non-disclosure agreement, and may engage in discussion and negotiations with such Person concerning a Proposal only if such Person has submitted an unsolicited bona fide Proposal that the Company’s Representatives) concerning an initial public offeringBoard of Directors determines in good faith, recapitalization after consultation with its financial advisors, is or refinancing is reasonably likely to result in, a transaction that, if consummated, would be more favorable to the Stockholders than the Transaction form a financial point of any member view, taking into account all of the Group Companies (other than as contemplated by terms and conditions of such Proposal and of this Agreement, and to be reasonably capable of being consummated on the terms and conditions so proposed. Neither the Company nor the Principal Stockholder may withdraw, qualify or modify, or propose to withdraw, qualify or modify, its position with respect to this Agreement or the Transactions, and neither the other Transaction DocumentsCompany nor the Principal Stockholder shall (or cause or permit any of their Affiliates, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (officers, directors, employees, investment bankers, attorneys, accountants and other than assets sold agents, to) approve or recommend, or propose to approve or recommend any Proposal, or enter into any letter of intent, agreement in the Ordinary Course of Business principle, acquisition agreement or other similar agreement with respect to any Proposal. The Company and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (Principal Stockholder each such transaction, an “Alternative Transaction”); provided agrees that this Section 5.05 it will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, immediately cease and cause to be terminated (a) any existing discussionsactivities, communications discussions or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) Persons conducted heretofore with respect to any Alternative Transaction and (b) Proposal. Notwithstanding the immediately preceding sentence, the Board of Directors of the Company may at any such Person’s and its authorized Representatives’ access time prior to any electronic data room granted in connection with any acquisition transaction. The Parties agree thatobtaining the Requisite Stockholder Approval decline to make, if withdraw, modify or change a recommendation that the Takeover Panel determines that any provision shareholders of the Company vote to approve this Agreement to the extent that requires Parent the Board of Directors determines in good faith, after consultation with legal counsel, that making such recommendation or the failure to take so withdraw, modify or not to take action, whether as a direct obligation or as a condition change its recommendation would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable laws (which declinations, withdrawal, modification or change shall not constitute a breach of this Agreement); provided that (i) the Board of Directors shall immediately notify Parent of its determination to so decline, withdraw, modify or change its recommendation (including the reasoning therefor) and (ii) such declination, withdrawal, modification or change shall not relieve the Company of its obligations (however expressed), is not permitted by Rule 21.2 under Section 5.4. The Company and Principal Stockholder each agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregardedobligations undertaken in this Section 5.2. In the event that At any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (time prior to the extent permissible under earlier of the Takeover Code) Closing and the termination of this Agreement, the Company shall notify the Parent as promptly as practicable, and in any event not later than the next Business Day, of any credible inquiries, expressions of interest, requests for information, Proposals or offers received by such Party or any of its Affiliates relating to a Proposal indicating, in connection with such notice, the name of the Person indicating such inquiry, expression of interest or request and the material terms and conditions thereof. As used in this Agreement, “Proposal” means (i) any proposal for a merger, consolidation or other business combination concerning the Company, (ii) any proposal or offer to acquire in any manner, directly or indirectly, any part of the assets or capital stock of the Company, and (iii) any proposal or offer with respect to any recapitalization or restructuring concerning the Company that such contact has occurredor any proposal or offer with respect to any other transaction similar to any of the foregoing.

Exclusive Dealing. During Prior to the period from the date hereof through the Closing or the earlier termination of this Agreement, none the Company shall not, and shall not permit any of Parent its Subsidiaries to, and the Company and its Subsidiaries shall not authorize or Merger Sub will take permit any action to knowingly officer, director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company or any of its Subsidiaries to, solicit, initiate, solicit knowingly encourage or engage facilitate the submission of proposals or offers relating to a Takeover Proposal or endorse or enter into any agreement with respect to, any Takeover Proposal. The Company shall promptly advise FACO orally and in writing of any Takeover Proposal or any inquiries or discussions with respect thereto and shall promptly, but in any event within two Business Days of receipt, furnish to FACO a copy of any such written proposal or a written summary of the material terms of any such oral proposal. Neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, or propose to withdraw or modify, in a manner adverse to FACO the approval or recommendation by the Board of Directors of the Company of the Mergers or this Agreement or (b) approve or recommend, or propose to approve or recommend, any Takeover Proposal or any other acquisition of outstanding Company Common Stock other than pursuant to the Mergers or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of Directors of the Company from (i) furnishing information pursuant to appropriate terms of confidentiality concerning the Company and its business, properties or assets to a Person who has indicated, without any solicitation by the Company or any Subsidiary or representative thereof after the date of this Agreement, an interest in making a Takeover Proposal, (ii) engaging in discussions or negotiations withwith such unsolicited Person, (iii) following receipt of a Takeover Proposal from an unsolicited Person, taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or knowingly provide any information tootherwise making disclosure to its shareholders, any Person (other than iv) following receipt of a Takeover Proposal from an unsolicited Person, failing to make or withdrawing or modifying its recommendation and/or declaration of advisability of the Mergers and/or adoption of this Agreement, and to the extent it does so, the Company and may refrain from calling, providing notice of and/or holding the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by Company Shareholders Meeting to adopt this Agreement and from soliciting proxies or consents to secure the other Transaction Documentsvote of its shareholders to adopt this Agreement, (v) waiving the provisions of any confidentiality and/or standstill agreement to which the Company is a party, (vi) taking any action required to be taken by any non-appealable, final order of a court of competent jurisdiction and/or (vii) making any disclosure or filing required by applicable law (including Delaware state law and the rules and regulations promulgated under the federal securities laws), stock exchange rules or the rules, regulations or order of any Governmental Entity (including the Backstop Agreements and the Subscription AgreementsSEC), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold but in each case referred to in the Ordinary Course of Business and licenses foregoing clauses (whether exclusive or non-exclusivei) of the intellectual property rights of a third Personthrough (v) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (only to the extent permissible under that the Takeover Code) notify Board of Directors of the Company shall have concluded in good faith after consulting with its outside legal counsel and financial advisor that the failure to take such contact has occurredaction would be inconsistent with the discharge of its fiduciary duties to the shareholders of the Company under applicable law.

Exclusive Dealing. During the period from the date hereof through of this Agreement to the earlier of the Closing or and the earlier termination of this AgreementAgreement in accordance with its terms, none each of Parent the Company and each Executory Seller shall not, and shall direct and not authorize or Merger Sub will take permit any action to knowingly of its Affiliates or any of its or their representatives to, directly or indirectly: (a) solicit, initiate, solicit facilitate, encourage or continue discussions or engage in discussions or negotiations withwith any Person, or knowingly provide any information to, any Person (other than Purchaser or its Affiliates, relating to the Company and the Company’s Representatives) concerning an initial public offering, recapitalization possible direct or refinancing indirect acquisition of any member Equity Interests or material assets of the Group Companies any Acquired Company (other than as contemplated whether by this Agreement and the other Transaction Documentsway of merger, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority equity, purchase of the outstanding Parent Ordinary Shares assets or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Personotherwise) (each such transaction, an “Alternative Acquisition Transaction”); provided (b) provide non-public information or documentation with respect to any Acquired Company to any Person, other than Purchaser, its Affiliates or their respective representatives, relating to an Acquisition Transaction, or otherwise knowingly cooperate with any third-party relating to an Acquisition Transaction; (c) enter into any letter of intent or agreement in principle or any agreement (whether or not binding) with any Person, other than Purchaser or its Affiliates with respect to an Acquisition Transaction. 53 Notwithstanding the foregoing, the Company may inform any third party that this Section 5.05 will not apply to Parent or Parent’s Representatives it is restricted from participating in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereofdiscussions regarding an Acquisition Transaction. Parent willThe Company shall, and will cause shall direct its Subsidiaries representatives to, immediately (i) cease and cause to be terminated (a) any and all existing discussionsactivities, communications discussions or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) Persons conducted heretofore with respect to any Alternative offer or proposal that constitutes an Acquisition Transaction and (bii) use Commercially Reasonable Efforts to exercise contractual rights (if any) to cause the return or destruction of any confidential information of the Acquired Companies shared with any such Person’s and its authorized Representatives’ access to any electronic data room granted Persons in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregardedtherewith. In the event that any unsolicited inquiry is made by a potential party Acquired Company receives any offer or proposal relating to an Alternative TransactionAcquisition Transaction from a third party, whether formal or informal, Parent will (the Company shall promptly notify Purchaser of such Acquisition Proposal. Notwithstanding anything to the extent permissible under contrary herein, the Takeover Code) notify the Company that such contact has occurredexercise of any Options by any Optionholder will in no event be deemed an Acquisition Transaction or otherwise be deemed to violate this Section 6.05.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives and the Group Companies not to: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, no financing transaction specifically permitted pursuant to Section 5.1(b)(v) of the Company Schedules or Section 5.1(b)(vi) shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise, and for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to knowingly initiate, solicit or engage any Person in discussions or negotiations connection with, or knowingly that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal. The Company agrees to (A) notify PTAC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep PTAC fully informed on a current basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company PTAC and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to the PIPE Investment an Acquisition Proposal and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with any acquisition transaction. The Parties agree thatan Acquisition Proposal, if the Takeover Panel determines that any provision which written request shall instruct such Person to return or confirm (in writing) destruction of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that all such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredconfidential information.

Exclusive Dealing. During Until the period from the date hereof through the Closing Effective Date, neither FAFCO nor ----------------- EXPERIAN shall, directly or the earlier termination of this Agreementindirectly, none of Parent take (and neither FAFCO nor EXPERIAN shall authorize or Merger Sub will take permit its or its Subsidiaries' officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents, to so take) any action to knowingly initiateencourage, solicit or engage solicit, initiate or, subject to the fiduciary duties of its respective Board of Directors under applicable law as advised by counsel, participate in any way in discussions or negotiations with, or knowingly provide furnish any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies Parties hereto or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive officers, directors, representatives, agents, affiliates or non-exclusiveassociates) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree thatpossible or proposed (a) merger or other business combination, if sale or other disposition of assets constituting the Takeover Panel determines RES Business or the FAREISI Business, as the case may be, (b) sale of shares of capital stock if, as a result of such sale of shares of capital stock, an EXPERIAN Change of Control or a FAFCO Change of Control would occur or (c) similar transactions involving (i) in the case of EXPERIAN, the EXPERIAN Interests or the RES Business and (ii) in the case of FAFCO, FAREISI or the other FAFCO Members, the FAFCO Interests or the FAREISI Business; provided, that -------- nothing contained in this Section 5.07 shall restrict or prohibit any provision disclosure by any Party that is required on the advice of counsel in any document to be filed with the Commission after the date of this Agreement that requires Parent to take or not to take actionany disclosure that, whether as a direct obligation or as a condition in the opinion of the Chief Executive Officer of such Party on advice of counsel, is otherwise required under applicable law. Each of FAFCO and EXPERIAN will promptly communicate to the Company’s obligations (however expressed)other Parties the terms of any proposal or inquiry that it may receive in respect of any such transaction, is not permitted by Rule 21.2 or of the City Code on Takeovers and Mergers (the “Takeover Code”), that any such provision shall have no effect and shall information requested from it or of any such negotiations or discussions being sought to be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinitiated with it.

Exclusive Dealing. During the period from the date hereof of this Agreement through the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none the Company shall not take, nor shall it cause any of Parent its Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or Merger Sub will take other agents to take, any action to knowingly initiatesolicit, solicit encourage, initiate or engage in discussions or negotiations with, or knowingly provide any information to, to or enter into any agreement with any Person (other than the Company Parent, Merger Sub and/or their respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any purchase of any of the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares equity securities or any merger, recapitalization, consolidation, business combination, sale of a majority assets outside of the assets Ordinary Course of the Group Companies Business or similar transactions transaction involving or relating to any Group Company, other than the Group Companies or their respective securities (exercise of outstanding options and other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such acquisition transaction, an “Alternative Acquisition Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement , and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, Company shall immediately cease and cause to be terminated (a) any all existing discussions, negotiations and other communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction such Acquisition Transaction; provided, however, that Parent and (b) any such Person’s Merger Sub hereby acknowledge that prior to the date of this Agreement, the Unitholders and its authorized Representatives’ the Group Companies have provided information relating to the Group Companies and have afforded access to any electronic data room granted 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 an Acquisition Transaction without any acquisition transaction. The Parties agree that, if breach by the Takeover Panel determines that any provision Unitholders or the Group Companies of this Agreement Section 5.21. Notwithstanding the foregoing, the Unitholders and the Group Companies may respond to any unsolicited proposal regarding an Acquisition Transaction solely by indicating that requires Parent the Unitholders and the Group Companies are subject to take or not an exclusivity agreement and are unable to take action, whether as a direct obligation or as a condition provide any information related to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that Group Companies or entertain any unsolicited inquiry is made by a potential party to proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredAcquisition Transaction for as long as this Agreement remains in effect.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none each of Parent or Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub will take any action to knowingly shall not, and shall cause their Representatives not to, directly or indirectly, (i) solicit, initiate, solicit encourage (including by means of furnishing or engage disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in discussions or negotiations connection with, or knowingly provide any information that could reasonably be expected to lead to, a Company Alternate Transaction, (iii) enter into any Contract or other arrangement or understanding regarding a Company Alternate Transaction, (iv) make any filings with the SEC in connection with a public offering of any Equity Securities or other securities of the Company (or any Affiliate or successor of the Company) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than the Company and the Company’s RepresentativesGG) concerning an initial public offering, recapitalization to do or refinancing of seek to do any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares foregoing or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that seek to circumvent this Section 5.05 will not apply to Parent 8.04(b) or further a Company Alternate Transaction. Each of Parent’s Representatives in connection with shareholder communications related to , ListCo, Polestar Singapore and Polestar Sweden, also agree that, promptly following the transactions contemplated by execution of this Agreement and the other Transaction Documents or the executionAgreement, delivery and performance thereof. Parent willit shall, and will shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its Subsidiaries and their Representatives to, (A) cease and cause to be terminated (a) any existing discussionssolicitations, communications discussions or negotiations with any Person (other than the Company Parties and the Company’s their respective Representatives, the PIPE Investors with respect ) conducted prior to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted execution of this Agreement in connection with any acquisition transaction. The Parties agree thatCompany Alternate Transaction or any inquiry or request for information that could reasonably be expected to lead to, if or result in, a Company Alternate Transaction and (B) terminate access to any physical or electronic data room maintained by or on behalf of Parent, the Takeover Panel determines Company or any of its Subsidiaries and instruct each Person that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition has prior to the Company’s obligations (however expressed), is not permitted date hereof executed a confidentiality agreement in connection with its consideration of acquiring Parent or the Company to return or destroy all confidential information furnished to such Person by Rule 21.2 or on behalf of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that it or any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (of its Subsidiaries prior to the extent permissible under the Takeover Code) notify the Company that such contact has occurreddate hereof.

Exclusive Dealing. During the period from the date hereof through of this Agreement to the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with Article VII (the “Pre-Closing Period”), none Seller shall not, nor shall Seller permit any of Parent its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) or Merger Sub will take any action to knowingly Representatives to, directly or indirectly (i) initiate, solicit continue, follow up on or engage otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or knowingly provide assist or participate in any information effort or attempt by any Person with respect to, any Person Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, initiate or knowingly encourage, or take any other than action designed or reasonably likely to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal. During the Pre-Closing Period, Seller shall, and shall cause its Affiliates (including, for the avoidance of doubt, the Company and the Company’s Representativesits Subsidiaries) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, immediately cease and cause to be terminated (a) any and all existing discussionsactivities, communications discussions or negotiations with any Person (other than Persons conducted prior to or on the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore date of this Agreement with respect to any Alternative Transaction Proposal. During the Pre-Closing Period, Seller shall, and shall cause the Company to, promptly (and in any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Proposal. Such notice to Buyer shall indicate the identity of the Person making such proposal and the material terms and conditions of such proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any written notice or other written communication from any Person informing Seller, the Company or any of their respective Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any Alternative Proposal (or any amendment thereof) received by Seller, the Company or any of their respective Affiliates during the Pre-Closing Period and (biii) such other details of any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines Alternative Proposal that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredBuyer may reasonably request.

Exclusive Dealing. During the period from Interim Period, the date hereof through Company and each of the Closing Sellers shall not take, and shall not authorize, encourage, permit or instruct any of their Representatives or any Representatives of the earlier termination of this AgreementCompany to take, none of Parent directly or Merger Sub will take indirectly, any action to knowingly initiateto: (a) solicit, solicit initiate or engage in discussions encourage the making, submission or negotiations withannouncement of any indication of interest, inquiry, proposal or knowingly provide any information to, offer from any Person (other than the Company and the Company’s Purchaser or its Representatives) relating to an Acquisition Transaction; (b) encourage, initiate, participate in or engage in any discussions, negotiations or other communications regarding an Acquisition Transaction; (c) execute, enter into or become bound by any letter of intent or other Contract with any Person (other than Purchaser or its Representatives) relating to or in connection with an Acquisition Transaction; (d) provide any information to any Person (other than Purchaser or its Representatives) concerning an initial public offeringAcquisition Transaction; or (e) accept any proposal or offer from, recapitalization cooperate in any way with, or refinancing of facilitate or encourage any member of the Group Companies effort or attempt by any Person (other than as contemplated by this Agreement Purchaser or its Representatives) relating to an Acquisition Transaction. The Company and each of the Sellers shall instruct their respective Representatives and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority Representatives of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries Company to, immediately cease and cause to be terminated (a) any all existing discussions, conversations, negotiations and other communications or negotiations with any Person (other than the Company Purchaser and the Company’s its Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction Acquisition Transaction. Within two (2) Business Days following the date hereof, the Sellers and (b) the Company shall instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Proposal in accordance with the confidentiality agreements entered into between the Company and any such Person’s . The Sellers and its authorized Representativesthe Company shall promptly (but in any event within twenty-four (24) hours of receipt thereof) notify Purchaser orally and in writing of any indication of interest, inquiry, proposal, offer or request for information relating to an Acquisition Transaction that is received by the Company, any Seller or the Sellers’ access to any electronic data room granted Representative during the Interim Period, which notice shall include: (i) the identity of the Person making or submitting such indication of interest, inquiry, proposal, offer or request, and the terms and conditions thereof; and (ii) an accurate and complete copy of all written materials provided in connection with any acquisition transaction. The Parties agree thatsuch indication of interest, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take inquiry, proposal, offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredrequest.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, none TopCo, the Merger Subs and the Company shall not, and each of Parent them shall cause their Representatives not to, directly or Merger Sub will take any action to knowingly indirectly (i) solicit, initiate, solicit encourage (including by means of furnishing or engage in discussions disclosing information), facilitate, discuss or negotiations withnegotiate, directly or knowingly provide any information toindirectly, any Person inquiry, proposal or offer (other than the Company and the Company’s Representativeswritten or oral) concerning an initial public offeringto (A) acquire, recapitalization in one transaction or refinancing a series of transactions, all or a substantial portion of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of any Group Company, TopCo or either Merger Sub, at least 5% of the Equity Securities of any Group Companies Company, TopCo or either Merger Sub or the businesses of any Group Company, TopCo or either Merger Sub (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar transactions involving the investment in any Group Companies Company, TopCo, either Merger Sub or their respective securities Affiliates (other than assets sold in the Ordinary Course of Business and licenses clause (whether exclusive A) or non-exclusive) of the intellectual property rights of a third Person) (each such transactionB), an “Alternative TransactionAcquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); provided (ii) furnish or disclose any non-public information to any Person in connection with, or that this Section 5.05 will not apply could reasonably be expected to Parent lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or Parent’s Representatives take any steps in connection with shareholder communications related a public offering of any Equity Securities of any Group Company, TopCo or either Merger Sub (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the transactions contemplated foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company, TopCo and each Merger Sub agrees to (x) notify ARYA promptly upon receipt of any Acquisition Proposal by this Agreement and the other Transaction Documents TopCo, any Merger Sub or the execution, delivery and performance thereof. Parent willany Group Company, and will cause its Subsidiaries toto describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (by) keep ARYA fully informed on a current basis of any modifications to such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take offer or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredinformation.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent willshall not, and will cause shall not permit ----------------- any of its Subsidiaries to, cease and cause the Company and its Subsidiaries shall not authorize or permit any officer, director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company or any of its Subsidiaries to, solicit, initiate, knowingly encourage (including by way of furnishing information), endorse or enter into any agreement with respect to, or take any other action that would reasonably be expected to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be terminated expected to lead to, any Takeover Proposal. The Company shall promptly (and in no event later than one (1) Business Day after obtaining knowledge thereof) advise FACO orally and in writing of any Takeover Proposal or any inquiries or discussions with respect thereto and shall promptly, but in any event within two (2) Business Days of receipt, furnish to FACO a copy of any such written proposal or a written summary of any such oral proposal. Neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, or propose to withdraw or modify, in a manner adverse to FACO the approval or recommendation by the Board of Directors of the Company of the Merger or this Agreement or (b) approve or recommend, or propose to approve or recommend, any existing discussionsTakeover Proposal other than pursuant to the Merger or this Agreement. Notwithstanding the foregoing, communications nothing contained in this Agreement shall prevent the Board of Directors of the Company (or any officer of the Company acting solely at the instruction of the Board of Directors of the Company) from (i) furnishing information to or entering into discussions or negotiations with any unsolicited Person (or taking any other than action if and only to the extent that the Board of Directors of the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted shall have determined in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”)good faith, that such provision shall have no effect action is required in the exercise of its fiduciary duties, based upon the advice of its outside counsel confirmed in writing by such outside counsel or (ii) complying with Rule 14d-9 and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible Rule 14e-2 promulgated under the Takeover Code) notify the Company that such contact has occurredExchange Act.

Exclusive Dealing. During the period from the date hereof through of this Agreement until the earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with its terms, none the Sellers shall not, nor shall the Sellers (other than AIG) permit any Group Company or their respective officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants, or other agents to, nor shall AIG permit any of Parent its officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or Merger Sub will take any action to knowingly initiateother agents to, solicit or solicit, engage in discussions or negotiations with, or knowingly provide any information to, to or enter into any agreement with any Person (other than the Company and Buyer and/or its respective Affiliates) concerning any sale of any of the Company’s Representatives) concerning an initial public offeringequity securities, recapitalization or refinancing of any member merger of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any mergerCompany, sale of a majority substantially all of the assets of the Group Companies Company or similar transactions transaction involving the Group Companies or their respective securities (Companies, other than assets sold in the Ordinary Course ordinary course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) business (each such acquisition transaction, an “Alternative Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, one or more of the Sellers have provided that this Section 5.05 will not apply information relating to Parent or Parent’s Representatives the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with shareholder communications 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 Company of this Section 6.7. Notwithstanding the foregoing, the Sellers may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that such Seller is subject to an exclusivity agreement and is unable to provide any information related to the transactions contemplated by Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted remains in connection with any acquisition transactioneffect. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will Sellers (to the extent permissible under the Takeover Codeaware thereof) shall notify the Company that Buyer as soon as practicable of any such contact has occurredunsolicited proposal.

Exclusive Dealing. (a) During the period from the date hereof through the Closing or Agreement Date and continuing until the earlier of the termination of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the First Effective Time, the Company shall not, and shall cause any of its representatives (the “Company’s Representatives”) not to, directly or indirectly, (i) solicit, willingly encourage others to solicit, or willingly encourage, entertain, facilitate or accept any discussions, proposals or offers that constitute, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other Transaction Documents, including the Backstop Agreements and the Subscription Agreements)action regarding, any purchase inquiry, expression of a majority interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) 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, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of the outstanding Parent Ordinary Shares Company Stockholders or (vi) enter into any mergerother transaction or series of transactions not in the ordinary course of business consistent with past practice, sale the consummation of a majority which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the assets of Mergers or the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereofTransaction Documents. Parent willThe Company shall, and will shall cause its Subsidiaries the Company’s Representatives to, (A) immediately cease and cause to be terminated (a) any and all existing discussionsactivities, communications discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and Parent’s representatives and Company’s Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and Parent’s representatives and Company’s Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. For the avoidance of doubt, if any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the PIPE Investors with respect Company is obligated pursuant to this Section 5.4 not to take or to take, then the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision Company shall be deemed for all purposes of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredbreached this Section 5.4.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information or discuss other offers for the direct or indirect sale, merger, transfer, IPO, business combination, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or of any material portion of the securities, business, properties or assets (other than sales of assets in the ordinary course of business) of the Company or any or all of its Subsidiaries or any holding company or successor thereof (irrespective of how structured, organized or consummated), or enter into any agreement in principle, letter of intent or definitive agreement with respect to any of the foregoing (each such transaction prohibited by this sentence, an “Acquisition Proposal”), provided, that no financing transaction specifically described on Section 5.1(b)(v) of the Company Disclosure Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, and for the avoidance of doubt, neither this Agreement, none nor any of Parent the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, (ii) furnish or disclose any non-public information to knowingly initiate, solicit or engage any Person in discussions or negotiations connection with, or knowingly that could reasonably be expected to lead to, an Acquisition Proposal, (iii) enter into any Contract regarding an Acquisition Proposal, (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company) or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.5(a) or further an Acquisition Proposal. The Company and the Sellers’ Representative agrees to (A) notify PTIC II promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep PTIC II fully informed on a current basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company PTIC II and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to the PIPE Investment an Acquisition Proposal and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Company Unitholder is a party, and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with any acquisition transaction. The Parties agree thatan Acquisition Proposal, if the Takeover Panel determines that any provision which written request shall instruct such Person to return or confirm (in writing) destruction of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that all such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredconfidential information.

Exclusive Dealing. (a) During the period from Pre-Closing Period, the Company shall not, and shall not authorize or permit any of its Subsidiaries or any of their respective Representatives to, directly or indirectly, (i) solicit, initiate, seek, knowingly encourage, knowingly facilitate or knowingly induce the making of, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or 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, (iii) 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, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Stockholders or (vi) enter into any other transaction or series of transactions not in the Ordinary Course of Business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger. The Company shall, and shall cause its Subsidiaries and their respective Representatives to, (A) 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 through the Closing or the earlier termination with respect to any Acquisition Proposal and (B) immediately terminate access of this Agreement, none of Parent or Merger Sub will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company Parent, the Merger Sub and the Company’s their Representatives) concerning an initial public offering, recapitalization to any data room (virtual or refinancing of actual) containing any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of public information with respect to the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives Company in connection with shareholder communications related to the transactions contemplated by this Agreement an Acquisition Proposal and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any request from each Person (other than the Company and the Company’s RepresentativesParent, the PIPE Investors Merger Sub and their Representatives) the prompt return or destruction of all non-public information with respect to the PIPE Investment and Company previously provided to such Person in connection with an Acquisition Proposal. If any Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Backstop Shareholders with respect Company or a Company Stockholder is obligated pursuant to this Section 5.04 not to authorize or permit such Representative to take, then the Backstop Arrangements) conducted heretofore with respect Company shall be deemed for all purposes of this Agreement to any Alternative Transaction and have breached this Section 5.04. (b) The Company shall promptly (but in any event, within twenty-four (24) hours) notify the Parent in writing after receipt by it (or, after it gains knowledge of such Person’s and receipt by any of its authorized 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 relating to the Company or for access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers properties, books or records of the Company by any Person or Persons other than the Parent, the Merger Sub and Mergers (the “Takeover Code”), their Representatives that such provision shall have no effect and shall would reasonably be disregarded. In the event that any unsolicited inquiry is made by a potential party expected to lead to an Alternative TransactionAcquisition Proposal. Such notice shall describe the material terms and conditions of such Acquisition Proposal, whether formal inquiry, expression of interest, proposal, offer, notice or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurred.request. 33

Exclusive Dealing. During (a) From the period from the date hereof through the Closing or Execution Date until the earlier of the termination of this AgreementAgreement and the Closing (the “Exclusivity Period”), none the Company shall not, nor will it authorize any of Parent its Representatives to, directly or Merger Sub will indirectly: (i) solicit, initiate, discuss, negotiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to knowingly initiate, solicit lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, the PIPE Investors with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.11); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 5.9 and (b) any such Person’s subject to compliance with this Section 5.9, prior to obtaining the Required Company Stockholder Vote, the Company may furnish non-public information regarding the Company and its authorized Representatives’ access subsidiaries to, and enter into discussions or negotiations with, any Person in response to any electronic data room granted a bona fide written Acquisition Proposal by such Person which the Company Board determines in connection good faith, after consultation with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (however expressed)and such Acquisition Proposal has not been withdrawn) if: (A) neither the Company nor any of its Representatives shall have breached this Section 5.9 in any material respect, (B) the Company Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action is not permitted by Rule 21.2 reasonably likely to be inconsistent with the fiduciary duties of the City Code on Takeovers Company Board under applicable Law; (C) the Company receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and Mergers no hire provisions) at least as favorable to the Company as those contained in the NDA; and (D) substantially contemporaneously with furnishing any such nonpublic information to such Person, the “Takeover Code”), that Company furnishes such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party nonpublic information to an Alternative Transaction, whether formal or informal, Parent will Purchaser (to the extent permissible under such information has not been previously furnished or made available to Purchaser). Without limiting the Takeover Code) notify generality of the foregoing, the Company that acknowledges and agrees that, in the event any Representative of the Company (whether or not such contact has occurredRepresentative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 5.9, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.9 by the Company for purposes of this Agreement.

Exclusive Dealing. During the period from (a) From the date hereof through of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms and conditions, the Company shall not, and shall cause its Representatives and Subsidiaries not to: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of the securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal,” provided that, for the avoidance of doubt, none of Parent the Pre-Closing Financing (if any), this Agreement nor any of the Ancillary Documents or Merger Sub will take any action of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to knowingly initiate, solicit or engage any Person in discussions or negotiations connection with, or knowingly that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal. The Company agrees to (A) notify Rotor promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any request for non-public information of, or an Acquisition Proposal for, it or any of its Subsidiaries, and to describe the material terms and conditions of any such request or Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep Rotor fully informed on a current basis of any modifications to such request, offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, any Person (other than the or enter into negotiations with such Persons. The Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements), any purchase of a majority of the outstanding Parent Ordinary Shares or any merger, sale of a majority of the assets of the Group Companies or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated (a) any existing discussions, communications discussions or negotiations with any Person Persons (other than the Company Rotor and the Company’s its Representatives, the PIPE Investors ) that may be ongoing with respect to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) an Acquisition Proposal, terminate any such Person’s and its authorized Representatives’ such Person’s Representative’s access to any electronic data room granted room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with any acquisition transaction. The Parties agree thatan Acquisition Proposal, if the Takeover Panel determines that any provision which written request shall instruct such Person to return or confirm (in writing, email being sufficient) destruction of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that all such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredconfidential information.

Exclusive Dealing. During (a) The Parent, the period from Seller and each of their respective officers, directors and employees shall, and shall instruct their respective representatives, consultants, investment bankers, attorneys, accountants, agents and advisors (collectively "Agents") to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any purchase of the date hereof through Transferred Shares or any Acquisition Proposal (as defined below). Neither the Closing Parent nor the Seller shall directly or indirectly, take (and neither the earlier termination of this Agreement, none of Parent nor the Seller shall authorize or Merger Sub will take permit its Agents to so take) any action to knowingly initiate(i) encourage, solicit or engage initiate the making of any offer to purchase the Transferred Shares or any Acquisition Proposal, (ii) enter into any agreement with respect to any offer to purchase the Transferred Shares or any Acquisition Proposal, or (iii) participate in any way in discussions or negotiations with, or knowingly provide furnish or disclose any information to, any Person (other than the Company and Purchaser) in connection with, or take any other action to facilitate knowingly, or that such Person reasonably should have known would facilitate, any inquiries or the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing making of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documentsproposal that constitutes, including the Backstop Agreements and the Subscription Agreements)or may reasonably be expected to lead to, any offer to purchase of a majority of the outstanding Parent Ordinary Transferred Shares or any mergerAcquisition Proposal. "Acquisition Proposal" shall mean any inquiry, sale of a majority of the assets of the Group Companies proposal or similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 5.05 will not apply to Parent or Parent’s Representatives in connection with shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof. Parent will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with offer from any Person (other than the Company and Purchaser) relating to any direct or indirect acquisition or purchase of all or any of the Company’s RepresentativesClass AL Shares, of a substantial amount of assets of the Corporation or any of its subsidiaries or of more than 10% of any class of equity securities of the Corporation or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning more than 10% of any other class of equity securities of the Corporation or any of its subsidiaries, any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Corporation or any of its subsidiaries, other than the transactions contemplated hereby, or any other transaction involving the Corporation or any of its securities or assets the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Tender Offer, the PIPE Investors with respect acquisition of the Transferred Shares pursuant to this Agreement or the acquisition of the Class AC Shares pursuant to the PIPE Investment and the Backstop Shareholders with respect to the Backstop Arrangements) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. The Parties agree that, if the Takeover Panel determines that any provision of this Agreement that requires Parent to take or not to take action, whether as a direct obligation or as a condition to the Company’s obligations (however expressed), is not permitted by Rule 21.2 of the City Code on Takeovers and Mergers (the “Takeover Code”), that such provision shall have no effect and shall be disregarded. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Parent will (to the extent permissible under the Takeover Code) notify the Company that such contact has occurredClass AC Stock Purchase Agreement.