Common use of Exclusivity Clause in Contracts

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions.

Exclusivity. The Company agrees Except for such Clearing, Settlement and Sponsorship Services that after Bank declines or is unable to perform hereunder, during the date hereof until Term of this Agreement, Bank shall be the earlier exclusive provider of the Closing or the termination of this Agreement in accordance with its termsClearing, it shall not, Settlement and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts Sponsorship Services to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior Company shall be permitted to delivery establish additional BINs and to use such additional BINs to process the minimum amount of volume necessary to establish and maintain such additional BINs. Except as described on Exhibit 8.4 to this Agreement, during the Written ConsentTerm of this Agreement, if Bank shall provide the board of directors of Clearing, Settlement and Sponsorship Services exclusively to Company and to no other person or entity. This section is not intended to limit the Company determines in good faith that Bank from processing for its own account as long as it is required by otherwise consistent with its fiduciary duties obligation not to compete with the Company. In the event Bank or its affiliates acquire or merge with banks, other entities, branches or businesses that provide Clearing, Settlement and Sponsorship Services (such acquisition or merger, a “Bank Transaction”), then those merged or acquired banks, other entities, branches or businesses may continue to perform those Clearing, Settlement and Sponsorship Services under their existing contracts or agreements (the “Existing Agreements”) for the duration of those contracts or agreements without regard to the requirements of this Agreement; provided, however, that: (a) if directed to do soso by Company and permitted by such contracts or agreements, Bank will terminate such contract and Company will pay any and all termination, conversion or other fees, expenses and penalties and assume any and all liabilities, costs and expenses (including reasonable attorney’s fees and court costs) associated with such termination, and (b) Bank shall terminate or not renew all such contracts or arrangements as soon as reasonably possible if such termination may be accomplished without the board payment of directors may respond to fees or the occurrence of any Person making an Acquisition Proposal after the date of this Agreement other penalty or liability; provided that was not solicited after the execution of this Agreement Company shall remain liable for any conversion or transition costs and will not be bound expenses owed by the restrictions Bank resulting from such termination as set forth above. In the case of (a) or (b) in the preceding sentence, in which caseupon termination of the applicable contract or arrangement, Parent will be entitled Bank shall use commercially reasonable efforts to receive any information provided to such party simultaneously with delivery to any such party. The assist Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from efforts to cause the counterparty to such contracts and arrangements to become a third party, advise Parent orally and in writing thereof, including the identity customer of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsCompany.

Exclusivity. The Company agrees that after With the exception of the Potential Transaction, during the period beginning on the date hereof until and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the Closing NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the termination business, assets or equity interests of this Agreement QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in accordance any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with its terms, it shall notany Acquisition Proposal. QLogic will, and it shall cause its Subsidiaries and Affiliates and shall will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company contacts or negotiations with parties other than Cavium and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of Representatives related to any Acquisition Proposal; , and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (b) initiateother than to acknowledge receipt and indicate that QLogic may not further respond), continue and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or otherwise participate inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in any discussions or negotiations regardingwriting, or furnish to any Person any information with respect toa summary of the material terms and conditions of such expression of interest, offer, proposal or cooperate inquiry, if not in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constituteswriting. The term “Representatives” shall mean, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class entity, any affiliates of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; providedsuch entity, howeverincluding, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do sowithout limitation, the board direct and indirect subsidiaries of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement such entity, and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company entity’s and its Subsidiaries shall promptlyaffiliates’ directors, but in any case within 48 hours after receiving any Acquisition Proposal from a third partyofficers, advise Parent orally employees, representatives (including, without limitation, financial advisors, attorneys and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer accountants) or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsagents.

Exclusivity. The Company agrees that after 14.1.1 For the purposes of this Agreement, the "Exclusivity Period" shall mean the period commencing on the date hereof until of this Agreement and ending on the earlier date of the Closing or the a valid termination of this Agreement in accordance with its termsclause 16.1, it unless the Offer has been launched in accordance with this Agreement, in which case the Exclusivity Period shall notend on the earlier of the Settlement Date and the date of a valid termination of this Agreement in accordance with clause 16.1. 14.1.2 During the Exclusivity Period, except as expressly permitted pursuant to clause 15: (a) the Company shall not and shall not publicly announce an intention to, and it shall cause ensure that none of its Subsidiaries and Affiliates shall, and shall use its make reasonable best efforts to cause all that none of their respective officers, directors, managersofficers, employees, investment bankers, attorneys, accountants, agents, advisorsadvisers or other Representatives, representatives and controlled Affiliates including the 67 / 107 members of the Company and its Subsidiaries not Boards, shall or shall publicly announce an intention to, directly or indirectly: (a) solicit, approach, initiate, enter into or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regardingwith (other than informing Persons of the provisions contained in this clause 14), or furnish provide any non-public information relating to any Person any information with respect the Group to, or cooperate in any way otherwise approach, solicit or take any other action knowingly to facilitate or encourage any inquiries third-party with respect to a potential offer or the making of any proposal that constitutes, constitutes or could would reasonably be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class a potential offer for the acquisition of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors more than 20% of the Company determines in good faith that it is required by its fiduciary duties to do so, Shares or assets (including for this purpose the board outstanding equity securities of directors may respond to any Person making an Acquisition Proposal after Subsidiaries of the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and any entity surviving any merger or combination including any of them) of the Company or its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51representing more than 20% of the revenues, net income or assets (in each case, on a consolidated basis) of the Company and its Subsidiaries, taken as a wholewhole (each an "Alternative Proposal"); (b) the Company shall not approve or recommend, or authorize, execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other contract with respect to an Alternative Proposal; and (c) the majority Company shall, and shall cause each of its Subsidiaries to, and shall make reasonable best efforts to cause each of its and their respective directors, officers and other Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement with respect to any Alternative Proposal, and shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Alternative Proposal and shall enforce the provisions of any such agreement; provided, that the Company shall, subject to and in accordance with clause 15 be permitted to release or waive any such standstill obligations prior to the End of the capital stock Acceptance Period solely to the extent necessary to permit the party referenced therein to submit an unsolicited bona fide written Alternative Proposal to the Boards on a confidential basis conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to the Buyer regarding any such Alternative Proposal in accordance with the terms of this clause 14 and clause 15. The Company shall promptly (and in any event within five (5) Business Days of the date of this Agreement) request each Person that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of any Alternative Proposal to, in accordance with the terms of such 68 / 107 agreement, return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries, other than . The Company agrees that it shall promptly inform its Representatives of the Transactionsobligations undertaken in this clause 14.

Exclusivity. The Company agrees that after the date hereof until the earlier (a) Neither i3 nor any of the Closing its Subsidiaries or the termination of this Agreement in accordance with its terms, it affiliates shall not, (and it i3 shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective the officers, directors, managers, employees, representatives and agents of i3, each of its Subsidiaries and each affiliate of i3, including investment bankers, attorneys, attorneys and accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to), directly or indirectly: (a) , encourage, solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any or initiate discussions or negotiations regardingwith, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Person (other than ACE*COMM and its affiliates and representatives) concerning any Acquisition ProposalProposal (as defined below); (c) grant except that nothing contained in this Section shall prohibit i3 from making such disclosure to i3’s stockholders as, in the good faith judgment of the Board of Directors of i3, after consultation with its outside counsel, is required under applicable Laws. Upon execution of this Agreement, i3 will immediately cease any waiver existing activities, discussions or release under negotiations with any standstill or similar agreement parties conducted heretofore with respect to any class of the Company’s foregoing. Notwithstanding the foregoing, prior to the Closing, i3 may furnish information concerning its business, properties or assets to any Company Subsidiaries’ securitiesother Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if such Person has on an unsolicited basis submitted a bona fide written proposal to the Board of Directors of i3 relating to any such transaction which the Board of Directors determines in good faith is reasonably likely to lead to a Superior Proposal (as defined below); provided, that a Person whom submits an unsolicited bona fide written proposal after the date of this Agreement and who was previously contacted by i3 or K▇▇▇▇▇▇ Bros. or who previously contacted i3, in each case prior to the date of this Agreement, shall be deemed to have been made on an unsolicited basis if there is or was further solicitation of such Person after August 4, 2003. i3 shall promptly, but in any event within two trading days, notify ACE*COMM of the existence of any proposal, discussion, negotiation or inquiry received by i3 or its agents, and i3 shall promptly, but in any event within two trading days, communicate to ACE*COMM the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to ACE*COMM copies of any written materials received by i3 or its agents in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. i3 shall promptly provide to ACE*COMM any non-public information concerning i3 provided to any other party which was not previously provided to ACE*COMM. (b) Except as set forth below in this Section, the Board of Directors of i3 shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to ACE*COMM, the Recommendation or the approval by the Board of Directors of this Agreement and the transactions contemplated herein, (ii) approve or recommend or propose to approve or recommend any Acquisition Proposal, or (diii) enter into any agreement with respect to any Acquisition Proposal other than a confidentiality agreement required by Section 6.5(a). Notwithstanding the foregoing, the Board of Directors of i3 may withdraw or modify its Recommendation or approval of this Agreement and the transaction contemplated herein, approve or recommend a Superior Proposal (as defined below), or enter into an agreement with respect to a Superior Proposal; provided, howeverin each case at any time after the fifth trading day following ACE*COMM’s receipt of written notice from i3 advising ACE*COMM that the Board of Directors has received a Superior Proposal which it intends to accept, that prior specifying the material terms and conditions of such Superior Proposal, and identifying the Person making such Superior Proposal. (c) As used herein, the term “Acquisition Proposal” shall mean any proposal or offer to delivery acquire at least 50% of the Written Consent, if the board of directors i3 Common Stock then outstanding (or of the Company surviving entity in a merger) or substantially all of the assets, business or properties of i3 (whether by way of merger, purchase of capital stock, purchase of assets or otherwise). The term “Superior Proposal” shall mean an Acquisition Proposal which the Board of Directors of i3 determines in good faith that it is (after consulting with its outside counsel and its financial adviser(s)) to be (A) more favorable to i3’s stockholders from a financial point of view than the transactions contemplated by this Agreement, and (B) required by its to be pursued in order to fulfill the Board of Directors’ fiduciary duties to do sounder applicable Laws, in both cases, taking into account the board of directors may respond to any Person making an likelihood that such Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled consummated and other factors the Board of Directors deems to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsbe relevant.

Exclusivity. The Company agrees that after (a) Prior to the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsClosing, it shall notwithout Purchaser’s prior written consent, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of neither the Company and its Subsidiaries not tonor any Company Subsidiary shall, directly or indirectly: , take (aand the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal; , (bii) initiateenter into any agreement with respect to any Acquisition Proposal or enter into any agreement, continue arrangement or otherwise understanding requiring it to abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations regardingwith, or furnish to any information to, any Person any information with respect toin connection with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; (c) grant . Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any waiver or release under any standstill or similar agreement with respect Company Subsidiary and, to any class of the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiaries’ securities; Subsidiary, do not take or (d) enter into do any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if actions referenced in the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the immediately foregoing sentence. Upon execution of this Agreement and will not prior to the Closing, unless Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be bound terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery it relating to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any potential Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any proposal or inquiry, including, but not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any such offerAcquisition Proposal, potential Acquisition Proposal, or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to the Purchaser a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and the Company shall keep Parent fully the Purchaser informed on a reasonably prompt basis with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means to any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any developments with respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsforegoing.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsshall, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of its Affiliates and its and their respective officersRepresentatives to immediately cease (a) any and all discussions or negotiations with any Person (other than Parent and its Affiliates and its and their respective Representatives) regarding a Competing Transaction, directors(b) furnishing to any Person (other than Parent and its Affiliates and its and their respective Representatives) any information with respect to a Competing Transaction and (c) cooperating with, managersassisting in, employeesparticipating in, investment bankersfacilitating or encouraging a Competing Transaction. Until such time, attorneysif any, accountantsas this Agreement is terminated pursuant to the terms hereof, agents, advisors, representatives and controlled Affiliates of the Company agrees that it shall not, and shall use its Subsidiaries reasonable best efforts to cause its Affiliates and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: , (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (bi) initiate, continue solicit, knowingly encourage or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of an offer or proposal regarding any proposal that constitutesCompeting Transaction, (ii) engage in any negotiations concerning, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement (other than an agreement with its Subsidiaries or its or their respective Representatives) regarding a Competing Transaction or otherwise knowingly facilitate a Competing Transaction or (iii) except as described in the immediately following sentence, file any amendments to or make any other filing with the Commission with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereofRegistration Statement, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed public or publicly available correspondence with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution request that the Registration Statement (or other transaction that is similar in the prospectus contained therein) be declared effective by the Commission or make any public announcements with respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock an initial public offering of the Company or any of its Subsidiaries, notwithstanding the fact that any such failure to file or other than inaction may result in the TransactionsRegistration Statement (or the prospectus contained therein) being deemed stale by the Commission. Promptly after the date of this Agreement, the Company shall file a Registration Withdrawal Request on Form RW with the Commission with respect to the Registration Statement and, if deemed advisable by the Company, make a filing with the Commission on Form 8-K and other appropriate filings with the Commission in connection therewith.

Exclusivity. The Company (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by Acquirer in connection with the preparation and execution of this Agreement and its due diligence investigations, each Contributor hereby agrees that after for the period commencing on the date hereof until of this Agreement and terminating upon the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall notno Contributor shall, and it shall cause not authorize or permit any of its Subsidiaries and Affiliates and shall use affiliates (including Holdings) or any of its reasonable best efforts to cause all of or their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: , (ai) encourage, solicit, initiate, or knowingly facilitate or encourage the submission of any continue inquiries regarding an Acquisition Proposal; (bii) initiate, continue or otherwise participate in any enter into discussions or negotiations regardingwith, or furnish to any Person provide any information to, any person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Contributor shall immediately cease and cause to be terminated, and shall cause its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted heretofore with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.3, each Contributor shall promptly (and in any event within three days after receipt thereof by such Contributor or its representatives) advise Acquirer orally and in writing of any Acquisition Proposal; (c) grant , any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement request for information with respect to any Acquisition Proposal; provided, however, that prior or any inquiry with respect to delivery of the Written Consent, if the board of directors of the Company determines or which could reasonably be expected to result in good faith that it is required by its fiduciary duties to do soan Acquisition Proposal, the board material terms and conditions of directors may respond to any Person making an such request, Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement or inquiry, and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of the person making the same. (c) Each Contributor agrees that the rights and remedies for noncompliance with this Section 6.3 shall include having such party provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 9.2), it being acknowledged and the material terms of agreed that any such offer, breach or threatened breach may cause irreparable injury to Acquirer and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect money damages would not provide an adequate remedy to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsAcquirer.

Exclusivity. The Company agrees that after (a) Beginning on the date hereof until the earlier of the Closing or the termination of this Agreement and ending thirty (30) days after the Termination Date (as hereinafter defined) (the "Exclusivity Period"), Middleby, Seller and their respective affiliates shall cease to have any discussions with parties other than Buyer concerning any merger, sale of stock, sale of assets (other than non-material assets in accordance the ordinary course of business and consistent with its termspast practice), it disposition or refinancing of any indebtedness of Seller or any similar transaction involving Seller (all of the foregoing such transactions being referred to herein as "Acquisition Proposals" is provided, that the negotiation, execution or performance of the Headquarters Sale Leaseback shall not be deemed to be a violation of the foregoing restriction. During the Exclusivity Period, Middleby, Seller and their respective affiliates will not, and it shall cause its Subsidiaries and Affiliates and shall they will use its reasonable their best efforts to cause all of their respective directors, officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives employees and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: (a) , engage in, solicit, initiateencourage or initiate any discussions with, or knowingly facilitate provide any information regarding Seller or encourage its business or operations or this Agreement or the submission transactions contemplated hereby to any corporation, partnership, person or other entity or group, other than Buyer and its officers, employees and agents, concerning any Acquisition Proposals. Seller will immediately notify Buyer if it receives an offer from any other party to engage in an Acquisition Proposal. (b) Seller and Middleby jointly and severally agree to promptly pay Buyer as liquidated damages a fee in the amount specified in paragraph 4.05(c) hereof if the Acquisition is abandoned or terminated by Seller for any reason prior to the end of the Exclusivity Period. Seller shall be deemed to have abandoned or terminated the Acquisition if and only if it or Middleby has entered into any non-binding agreements in principle, non-binding letters of intent or any other preliminary or definitive agreements with any party other than Buyer relating to any Acquisition Proposal prior to the end of the Exclusivity Period, or Middleby or Seller has otherwise violated any provision of Section 4.05 hereof. (c) The fee payable pursuant to paragraph 4.05(b) above will be an amount in cash equal to all out of pocket expenses incurred by Buyer and its affiliates, including fees and expenses of legal counsel, and investment banking and bank commitment fees, plus the greater of $300,000 or fifteen percent of the proposed Total Value of any Acquisition Proposal; (b) initiate, continue . The term "Total Value" shall mean any cash or otherwise participate other consideration paid or offered by any potential buyer or its affiliates in any discussions or negotiations regarding, or furnish to any Person any information connection with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date plus any debt or other long-term liabilities of this Agreement that was not solicited after the execution of this Agreement and will not Seller or Middleby proposed to be bound assumed by the restrictions set forth above, such potential buyer or its affiliates in which case, Parent will be entitled to receive any information provided to such party simultaneously connection with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “An Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions.

Exclusivity. The Company agrees that after (a) During the date hereof until Interim Period, but only to the earlier extent not inconsistent with the fiduciary duties of the Closing Acquiror Board (as determined by the Acquiror Board in good faith), Acquiror shall not take, nor shall it permit any of its Affiliates or the termination of this Agreement in accordance with its termsRepresentatives to (i) take, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, whether directly or indirectly: (a) , any action to solicit, initiate, or continue, encourage, knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiatefacilitate, continue inquiries regarding or otherwise participate engage in any discussions or negotiations regardingwith, or furnish enter into any agreement, letter of intent, memorandum of understanding or agreement in principle with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its stockholders or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective Affiliates and Representatives, (ii) enter into discussions or negotiations with, or provide any non-public information to any person concerning a possible Business Combination Proposal or (iii) enter into any agreements or other instruments (whether or not binding) regarding a Business Combination Proposal. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person any information conducted prior to the date hereof with respect to, or cooperate which is reasonably likely to give rise to or result in, a Business Combination Proposal. (b) In addition to the other obligations under Section 7.11, the Acquiror shall promptly (and in any way event within 48 hours after receipt thereof by the Acquiror or take any other action knowingly to facilitate or encourage any inquiries or its representatives) advise the making Company orally and in writing of receipt of any proposal that constitutes, or could be expected to lead toBusiness Combination Proposal by the Acquiror, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement request for information with respect to any class Business Combination Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Business Combination Proposal, the material terms and conditions of such request, Business Combination Proposal or inquiry, and the identity of the person making the same. (c) The Acquiror agrees that the rights and remedies for non-compliance with this Section 7.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company’s or any Company Subsidiaries’ securities; or . (d) enter into any agreement with respect to any Acquisition Proposal; providedFor the avoidance of doubt, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, understood and agreed that the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement covenants and will not be bound by the restrictions set forth above, agreements contained in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.107.11 shall not prohibit Acquiror, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company Affiliates or any of its SubsidiariesRepresentatives from taking any actions in the ordinary course of business that are not in violation of any provision of this Section 7.11 (such as answering phone calls) or informing any Person inquiring about a possible Business Combination Proposal, other than as applicable, of the Transactionsexistence of the covenants and agreements contained in this Section 7.11.

Exclusivity. The Company agrees that after the date hereof until the earlier of Until the Closing occurs or the termination of this Agreement is terminated in accordance with its terms, it shall notand except in connection with the transactions contemplated by the Target Merger Agreement and the Transactions contemplated hereby, Seller will not (and it Seller shall cause its Subsidiaries and controlled Affiliates and shall use its reasonable best efforts to cause all of their respective officersRepresentatives to not), directorssolicit, managersinitiate, employeesnegotiate, investment bankersagree to, attorneysengage in or renew any contact concerning any proposal or offer, accountantsor any contact that would reasonably be expected to result in a proposal or offer, agents, advisors, representatives from any Person (other than the Acquirors and controlled Affiliates their respective Affiliates) relating to any of the Company and its Subsidiaries not to, directly or indirectlyfollowing involving the Acquired Companies: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) an acquisition or purchase of any of the material assets (or any material portion of its assets) of, or any equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or business combination outside the ordinary course of business, or (e) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that is similar in any respect would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, contemplated by this Agreement or the majority of the capital stock of the Company or Target Merger Agreement (each, an “Acquisition Proposal”). Seller represents and warrants that all discussions and negotiations relating to any of its Subsidiaries, Acquisition Proposal (other than the Transactionstransactions with the Acquirors contemplated by this Agreement) have been terminated. In the event Seller or the ▇▇▇▇▇▇ receives any unsolicited Acquisition Proposal, Seller shall promptly, and in any event, within forty-eight (48) hours, provide written notice and a copy of such Acquisition Proposal to the Acquirors.

Exclusivity. The Company agrees that after the date hereof until the earlier of Prior to the Closing Date, or the termination of until this Agreement is terminated in accordance with its terms, it Seller shall not, and it Seller shall cause its Subsidiaries Bank not to, and Affiliates and Seller shall use its all reasonable best efforts to cause all of their Seller’s and Bank’s respective officers, employees, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, agents or representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) , solicit, initiateencourage, facilitate or initiate discussions or engage in negotiations with, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any provide information with respect to, or cooperate authorize any financial advisor or other Person to solicit, encourage, facilitate or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Purchaser or a Purchaser Representative) concerning any potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or other similar transaction involving, Bank; provided that the foregoing shall not prevent such activities to the extent related solely to Excluded Assets or Excluded Liabilities. Until this Agreement is terminated in accordance with its terms, Seller shall promptly (and in any way event within two (2) Business Days after receipt thereof by Seller or take any other action knowingly to facilitate or encourage any inquiries or the making Affiliate) advise Purchaser orally and in writing of any proposal that constitutes, or could be expected to lead toof the kind described in this Section 5.4 (including the proposed terms thereof), any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement request for information with respect to any class of the Company’s such proposal, or any Company Subsidiaries’ securities; or (d) enter into any agreement inquiry with respect to any Acquisition Proposal; provided, however, that prior to delivery or which could result in a proposal of the Written Consentkind described in this Section 5.4; provided that Seller shall have no such obligations with respect to proposals, if requests or inquiries solely with respect to Excluded Assets or Excluded Liabilities. Notwithstanding anything contained herein to the board of directors of contrary, Purchaser and Seller agree that the Company determines in good faith sole right and remedy for noncompliance with this Section 5.4 is to have such provision specifically enforced by any court having equity jurisdiction; it being acknowledged and agreed that it is required by its fiduciary duties any such breach will cause irreparable injury to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement Purchaser and that was not solicited after the execution of this Agreement and money damages will not be bound by the restrictions set forth above, in which case, Parent will be entitled provide an adequate remedy to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsPurchaser.

Exclusivity. (a) The Company agrees Vendor and the Shareholder each agree that after they will not, directly or indirectly, through any officer, director, employee, partner, agent, representative or otherwise, make, solicit, initiate or encourage a proposal or offer from any person or entity relating to any Acquisition Proposal for a period commencing on the date hereof until this Agreement is executed, continuing up to and including the earlier later of December 31, 2016 (or such other date as the Closing or parties may mutually agree in writing), the termination of this Agreement pursuant to the terms of this Agreement or the Closing Date (the "Exclusivity Period"). (b) Notwithstanding Section 8.9(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by the Vendor's or Shareholder's board of directors, constitutes or, if consummated in accordance with its terms, it shall notcould reasonably be expected to be, a Superior Proposal, then the Vendor or the Shareholder may: (i) furnish information with respect to the Vendor or the Shareholder and its subsidiaries to the person making such Acquisition Proposal; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal. In the event it receives an Acquisition Proposal, the Vendor or the Shareholder shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all promptly notify the Purchaser in writing within 24 hours of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission receipt of any Acquisition Proposal; (b) initiate, continue including a copy thereof or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making an accurate description of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; all terms and conditions thereof. (c) grant Notwithstanding Section 8.9(a), if, at any waiver time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or release under any standstill the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by Vendor's or similar Shareholder's board of directors, constitutes a Superior Proposal, the Vendor may terminate this Agreement so as to enter into a definitive agreement with respect to any class such Superior Proposal, provided that the Vendor or Shareholder shall, upon providing notice of such termination to the Purchaser, pay to the Purchaser a termination fee in the amount of $750,000.00 (the "Break Fee") and, for greater certainty, a refund of the Company’s Deposit to the Purchaser. The Break Fee and the Deposit shall be paid to the Purchaser, by way of certified cheque, bank draft, certified solicitor's trust cheque, or wire transfer, at the time that notice of termination of this Agreement is delivered to the Purchaser. Each of the Vendor, the Shareholder and the Purchaser acknowledge that such sum will be the sole and exclusive remedy in lieu of any Company Subsidiaries’ securities; other damages or remedies available to the Purchaser at law or in equity for such termination of this Agreement by the Vendor and Shareholder. (d) Each of the Vendor and the Shareholder covenants that it will not accept, approve, endorse, recommend or enter into any agreement agreement, understanding or arrangement in respect of a Superior Proposal unless: (i) the Vendor and Shareholder has complied with respect to any Acquisition their obligations under Section 8.9(b) and has provided the Purchaser with a copy of the Superior Proposal; provided, however, and (ii) a period (the "Response Period") of ten (10) business days has elapsed from the date that prior to delivery is the later of (x) the Written Consent, if date on which the Purchaser receives written notice from the Vendor or the Shareholder that the board of directors of the Company determines in good faith that it Vendor or the Shareholder has determined, subject only to compliance with Section 8.9(c) and this Section 8.9(d), to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (y) the date the Purchaser receives a copy of the Superior Proposal. During the Response Period, the Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including an increase in, or modification of, the Purchase Price. The board of directors of the Vendor or the Shareholder shall review any such written offer by the Purchaser to amend this Agreement to determine whether the Acquisition Proposal to which Purchaser is required by its fiduciary duties responding would continue to do so, be a Superior Proposal when assessed against such proposed amendment. If the board of directors may respond to any Person making an of Vendor and Shareholder determine that the Acquisition Proposal after no longer constitutes a Superior Proposal, the date of Vendor and Shareholder will enter into an amendment to this Agreement with the Purchaser incorporating the amendments to the Agreement as set out in the written offer to amend. If the board of directors of the Vendor and the Shareholder determine that was not solicited after the execution Acquisition Proposal continues to be a Superior Proposal, the Vendor and the Shareholder may, subject to the requirements of Section 8.9(c), terminate this Agreement and will not be bound by pursuant to Section 8.9(b) in order to accept or enter into an agreement, understanding or arrangement to proceed with the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Superior Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions.

Exclusivity. The Company agrees GA Inc., GBOS Inc. and each Seller agree that after between the date hereof until of this Agreement and the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle VII, it GA Inc., GBOS Inc., and each Seller shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts take all action necessary to cause all ensure that none of Group Companies or any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives Affiliates and controlled Affiliates of the Company and its Subsidiaries not toRepresentatives shall, directly or indirectly: indirectly (a) solicit, initiate, consider, encourage or knowingly facilitate accept any proposal or encourage the submission of any offer than constitutes an Acquisition Proposal; Proposal or (b) initiate, continue or otherwise participate in any discussions discussions, conversations, negotiations or negotiations other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way way, assist or take any other action knowingly to participate in, facilitate or encourage any inquiries or the making of submission of, any proposal that constitutes, or could reasonably be expected to lead to, any an Acquisition Proposal; (c) grant . Each of GA Inc., GBOS Inc. and each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any waiver or release under any standstill or similar agreement Persons conducted heretofore with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; providedforegoing. GA Inc., howeverGBOS Inc., that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, each Seller shall notify Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case event within 48 hours after receiving any Acquisition Proposal from a third party24 hours, advise Parent orally and in writing thereofif any such Acquisition Proposal, including or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such party Acquisition Proposal, inquiry or other contact and the material terms and conditions of such Acquisition Proposal, inquiry or other contact. None of GA Inc., GBOS Inc., or any such offerSeller shall, and each such Person shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Group Company is a party, without the Company shall keep Parent fully informed with respect theretoprior written consent of Parent. For purposes of this Section 7.10Agreement, “Acquisition Proposal” means any inquiry, offer or proposal for, or any indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution any of the following (other than the transactions contemplated by this Agreement): (i) any direct or other transaction that is similar in any respect to the Transactions indirect acquisition or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, all or the majority any portion of the capital stock or other equity or ownership interest of the any Group Company or material assets of any of its Subsidiaries, Group Company (other than assets to be sold in the Transactionsordinary course of business consistent with past practice), (ii) any merger, consolidation or other business combination relating to any Group Company or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to any Group Company.

Exclusivity. The Company agrees Mercury shall immediately cease, and shall cause its Subsidiaries to immediately cease, and shall direct and use reasonable best efforts to cause its Representatives, to immediately cease, any discussions or negotiations with any Person (other than Gold or its Affiliates) that after may be ongoing with respect to a SpinCo Proposal and shall request to have returned or destroyed reasonably promptly any confidential information that has been provided in any such discussions or negotiations. From the date hereof until the earlier to occur of the Closing or the (a) termination of this Agreement in accordance with its termspursuant to Article IX and (b) the Closing, it Mercury shall not, and it shall cause its Subsidiaries and Affiliates shall direct and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: (ai) solicit, initiate, knowingly encourage or knowingly facilitate or encourage the submission (including by way of any Acquisition Proposal; (bfurnishing information which has not been previously publicly disseminated) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including party relating to the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a acquisition (whether by merger, consolidationpurchase of stock, asset purchasepurchase of assets or otherwise), stock purchase, stock exchange, business combination, reorganizationexclusive license, recapitalization, liquidation, dissolution or other transaction that is similar in involving any respect to the Transactions or that otherwise involves any purchase portion of the businessbusiness or assets of Mercury and its Subsidiaries that, at least 51individually or in the aggregate, constitutes 20% or more of the net revenues, net income or assets of the Company and its Subsidiaries, SpinCo Business (taken as a whole) (any of the foregoing, a “SpinCo Proposal”) or any inquiry, offer or proposal that would reasonably be expected to lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations, or furnish to any Person any non-public information relating to the majority of SpinCo Business, SpinCo Assets or the capital stock of the Company SpinCo Group in connection with any SpinCo Proposal or any inquiry, offer or proposal related to, or that would reasonably expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit Mercury or any of its SubsidiariesSubsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, joint venture agreement, partnership agreement, letter of intent, memorandum of understanding, agreement in principle or similar agreement or document relating to, or providing for, any SpinCo Proposal; provided, that nothing in this Section 7.10 shall limit Mercury’s ability to pursue or engage in any transaction relating to substantially all of the business of Mercury (as opposed to solely the SpinCo Business), so long as such transaction would not prevent or materially impair or materially delay ▇▇▇▇▇▇▇’s ability to comply with its obligations hereunder and under the Separation Agreement and the other than Transaction Documents, or to consummate the Transactionstransactions contemplated hereby or thereby.

Exclusivity. The Company agrees that From and after the execution date hereof of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Agreement: (a) the Company, each of its terms, it shall notSubsidiaries, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all each of their respective officersAffiliates, employees, directors, managers, employeesofficers, investment bankers, attorneys, accountants, agents, advisors, bankers and other representatives and controlled Affiliates agents (the “Agents”) shall immediately cease and cause to be terminated any discussions or negotiations with any Persons initiated prior to the execution of this Agreement with respect to any Acquisition Proposal and shall, within seven (7) days from the Company execution date of this Agreement request (or if any of them has contractual rights to do so, demand) the return of all documents, analyses, financial statements, projections and other data and information previously furnished to others in connection with any potential Acquisition Proposal; and (b) the Company, and its Subsidiaries not toAgents shall not, directly or indirectly: , (ai) take any action to facilitate the making of, solicit, initiateencourage, induce, or knowingly facilitate or encourage the submission of initiate any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (dii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior Proposal or approve or resolve to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving approve any Acquisition Proposal from a third partyor any agreement relating to an Acquisition Proposal; or release any Person from, advise Parent orally and in writing thereofwaive any provisions of, including the identity of such party and the material terms of or fail to enforce any such offer, and confidentiality agreement or standstill agreement to which the Company shall keep Parent fully informed with respect theretois a party. For purposes of this Section 7.10Section, “Acquisition Proposal” means shall mean any inquiry, offer or proposal for(other than an inquiry, offer or indication of interest inproposal from Parent or Transitory Subsidiary) that could reasonably be expected to lead to an Acquisition Transaction, a and “Acquisition Transaction” shall mean any merger, consolidationconsolidation or other business combination involving the Company or any of its Subsidiaries or any sale, asset purchaselease, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution transfer or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority disposition of the capital stock (or other equity securities), assets or business of the Company Company, or any of its Subsidiaries, other than the Transactionsas contemplated by this Agreement.

Exclusivity. The Company agrees that after (a) During the period from the date hereof until of this Agreement to the earlier of the Closing or Date and the termination of this Agreement in accordance with its termsArticle 10, it none of the Buyer, Merger Sub I or Merger Sub II LLC shall nottake, and it nor shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all they permit any of their respective officersAffiliates or Representatives to take, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, whether directly or indirectly: (a) , any action to solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate engage in any discussions or negotiations regardingwith, or furnish enter into any agreement with, or encourage, respond, provide information to or commence or continue due diligence with respect to, any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, the Seller and their respective Affiliates and Representatives. Each of the Buyer, Merger Sub I and Merger Sub II LLC shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person any information conducted prior to the date hereof with respect to, or cooperate in any way which is reasonably likely to give rise to or take any other action knowingly to facilitate or encourage any inquiries or result in, a Business Combination Proposal. During the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after period from the date of this Agreement that was not solicited after to the execution earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, if the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal, then the Buyer, Merger Sub I and will not be bound by the restrictions set forth above, Merger Sub II LLC shall promptly (and in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 no event later than 24 hours after receiving any Acquisition Proposal from a third partythe Buyer, Merger Sub I or Merger Sub II LLC becomes aware of such inquiry or proposal) advise Parent the Seller’s Representative orally and in writing thereof, of such inquiry or proposal (including the identity of the Person making such party and the material terms of any inquiry or submitting such offerproposal, and the terms thereof) and shall not respond to any such inquiry or proposal. (b) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, neither the Seller nor the Company shall keep Parent fully informed with respect thereto. For purposes take, nor shall they permit any of this Section 7.10their respective Affiliates or Representatives to take, “Acquisition Proposal” means whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to, any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, offer or proposal for, or indication of interest ininterest, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution written or other transaction that is similar in any respect oral relating to the Transactions or that otherwise involves any purchase sale of the business, at least 51% equity interests of the Company or all or substantially all the assets of the Company and the Company Subsidiaries (a “Company Acquisition Proposal”) other than with the Buyer and its SubsidiariesAffiliates and Representatives. Each of the Seller and the Company shall, taken as a wholeand each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. During the majority period from the date of this Agreement to the earlier of the capital stock Closing Date and the termination of this Agreement in accordance with Article 10, if the Seller, the Company or any of their respective Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Company Acquisition Proposal, then the Company shall promptly (and in no event later than 24 hours after the Seller or the Company becomes aware of such inquiry or proposal) advise the Buyer orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and shall not respond to any such inquiry or proposal (except to advise such Person that a prospective purchaser has been granted an exclusive right to negotiate concerning an acquisition of the Company, without identifying the Buyer or its SubsidiariesAffiliates). The Company represents and warrants to Buyer that the Company, the Company Subsidiaries and their respective Affiliates are not party to or bound by any agreement relating to the sale of the equity interests of the Company or all or substantially all the assets of the Company and the Company Subsidiaries other than non-disclosure agreements entered into prior to the Transactionsdate of this Agreement with other prospective third parties.

Exclusivity. The SPAC and the Company agrees that after intend to conduct their respective due diligence on an exclusive basis for sixty (60) days thereafter (“Exclusive Period”). Neither SPAC nor the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall notCompany shall, and it SPAC and the Company shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all not permit any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: , (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; inquiries that constitute, or that would reasonably be expected to lead to, a Proposed Transaction Proposal (as defined below) from any third-party, (b) initiateengage in, continue or otherwise participate in any discussions or negotiations regardingwith any third-party regarding an Proposed Transaction proposal, or furnish to any Person third-party any non-public information with respect toor afford to any third-party access to the businesses, properties, assets or cooperate personnel or any of its subsidiaries, in any way each case for the purpose of encouraging or take any other action knowingly to facilitate facilitating a Proposed Transaction Proposal or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with any third-party with respect to any Acquisition a Proposed Transaction Proposal; providedprovided that, howeveras long as the parties hereof are still discussing the Proposed Transaction in good faith, that prior to delivery the Exclusive Period shall be automatically extended for one additional 45-day period upon the expiration of the Written Consentinitial 45-day period, if unless either party has given prior written notice to the board of directors of the Company determines in good faith other that it is required by its fiduciary duties does not wish to do so, extend the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such partyExclusive Period. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposed Transaction Proposal” means any inquiryshall, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any (a) with respect to the Transactions Company, mean (i) any acquisition or that otherwise involves purchase by any purchase third-party, directly or indirectly, of the business, at least 51% any shares of the assets any class of the Company and its Subsidiaries, taken as a whole, outstanding voting or the majority of the capital stock equity securities of the Company or any of its Subsidiariessubsidiaries, or any tender offer (including a self-tender) or exchange offer that, if consummated, would result in any third-party beneficially owning any shares of any class of outstanding voting or equity securities of the Company or any of its subsidiaries, (ii) any merger, acquisition, amalgamation, consolidation, business combination, joint venture or other than similar transaction involving the TransactionsCompany or any of its subsidiaries or (iii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its subsidiaries, and (b) with respect to SPAC, means any “Business Combination”, as defined in SPAC’s amended and restated articles of association, dated February 14, 2025.

Exclusivity. The Company agrees that after During the period from the date hereof of this Agreement until the earlier of Effective Time or, if earlier, the Closing or the valid termination of this Agreement in accordance with its termsSection 11.1, it each Major Company Stockholder and the Company shall not, and it shall cause its their respective Subsidiaries and Affiliates not to and shall use its their respective reasonable best efforts to cause all of its and their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: , take any action to: (a) initiate, solicit, initiateknowingly invite, knowingly encourage, or knowingly facilitate or encourage (including by way of furnishing non-public information relating to the Company Group, other than as permitted by and is furnished in compliance with this Section 7.18) the submission of a Company Acquisition Proposal or the making of any Acquisition Proposal; (b) initiate, continue inquiries or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any requests for information with respect to, or cooperate the making of, any inquiry regarding any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Company Acquisition Proposal or authorize or recommend, any Company Acquisition Proposal; (b) engage in, continue to or otherwise participate in any way in negotiations or take discussions (or agree to engage in, continue to or otherwise participate in any other action knowingly negotiations or discussions) or furnish or provide access to facilitate the business, operations, properties, books and records, personnel or encourage any inquiries confidential information or data of the Company Group, to any Person (or such Person’s Representatives) in connection with, or for the purpose of, facilitating or encouraging the making of any proposal Company Acquisition Proposal or in response to a Company Acquisition Proposal or any proposal, offer or inquiry that constitutes, constitutes or could would reasonably be expected to result in or lead to, any a Company Acquisition Proposal; ; (c) grant (i) approve, endorse or recommend, or propose publicly to approve, endorse or recommend for approval or authorize the entry of, any waiver Company Acquisition Proposal or release under any standstill (ii) approve, endorse or similar agreement with respect to any class recommend or submit a Company Acquisition Proposal for approval of the stockholders of the Company’s or any Company Subsidiaries’ securities; or ; (d) accept a Company Acquisition Proposal or execute or enter into into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with respect Section 8.1(b)(i)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement (i) providing for or relating to any Company Acquisition ProposalProposal or (ii) requiring the Company to abandon, terminate or fail to consummate the Transactions; or (e) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing; provided, however, in each case, that prior nothing in this Section 7.18 shall operate to delivery limit Ardent Leisure’s right to take any action expressly permitted by and taken in compliance with the terms and conditions set forth in Section 8.1. Following the execution of the Written Consentthis Agreement, if the board of directors each Major Company Stockholder and each member of the Company determines in good faith that it is required by Group shall, and shall cause their respective Subsidiaries to and shall use their respective reasonable best efforts to cause its fiduciary duties and their Representatives to do so(x) immediately cease and cause to be terminated any and all existing solicitations, the board of directors may respond to discussions or negotiations with any Person making an Acquisition Proposal after (or their Representatives) that existed prior to or on the date of this Agreement that was not solicited after with respect to any Company Acquisition Proposal (other than with Parent and its Representatives) and (y) immediately terminate all electronic data room access previously granted to any Persons. Each Major Company Stockholder and the execution of this Agreement Company (acting together) shall promptly (and will not be bound by the restrictions set forth abovein any event within 24 hours) notify, in which casewriting, Parent will of their receipt of any Company Acquisition Proposal and, any proposal or offer that constitutes, or would reasonably be entitled expected to receive result in or lead to, any Company Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person or group of Persons making, such Company Acquisition Proposal or proposal, offer, or request for information provided to such party simultaneously and, with delivery respect to any such partyproposal or offer, a copy of any written proposal or offer. Each Major Company Stockholder and the Company (acting together) shall promptly (and in any event within 24 hours) keep Parent informed (including by providing a copy of any written amendments or revisions) of any material developments with respect to any such proposal or offer or Company Acquisition Proposal (including any changes or proposed changes thereto). The Company and each Major Company Stockholder agrees that it shall take the necessary steps to promptly inform its Subsidiaries shall promptly, but respective Representatives involved in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and the Transactions of the obligations undertaken in writing thereof, including the identity of such party and the material terms of any such offerthis Section 7.18, and the Company agrees it shall keep Parent fully informed promptly request each Person who has heretofore executed a confidentiality agreement in connection with respect theretosuch Person’s consideration of acquiring such party or any material portion thereof to return or destroy all confidential information heretofore furnished to such Person by or on its behalf in accordance with the terms of any Contract entered into between the Company and such Person. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase Any violation of the business, at least 51% foregoing restrictions by any of the assets Company’s Subsidiaries or by any Representatives of the Company and its Subsidiaries, taken as a whole, or acting on the majority of the capital stock of the Company Company’s behalf or any of its Subsidiaries, other than shall be deemed to be a breach of this Agreement by the TransactionsCompany. Notwithstanding anything in this Section 7.18 to the contrary, prior to, but not after the receipt of, the Australian Approval, in the event that Ardent Leisure is permitted to take any action set forth in Section 8.1(b) in response to an unsolicited bona fide written Acquisition Proposal that has not been withdrawn and did not result, directly or indirectly from a breach of this Section 7.18 or Section 8.1(a), the provisions of this Section 7.18 shall not restrict either Major Company Stockholder, any member of the Company Group or any of their Representatives from participating in and providing reasonable assistance to Ardent Leisure in connection therewith; provided, any such action, participation or reasonable assistance is in compliance with the provisions of Section 8.1; provided, further, in connection with such participation or assistance, in no event shall any Major Company Stockholder, any member of the Company Group or any of their Representatives knowingly facilitate a breach of Section 8.1 by Ardent Leisure, or take any action (whether or not on Ardent Leisure’s behalf or at Ardent Leisure’s direction) that would not be expressly permitted to be taken by Ardent Leisure in accordance with Section 8.1.

Exclusivity. The Company agrees that after (a) For the period from the date hereof until December 31, 1996 (the earlier of "Exclusivity Period"), neither CyberGate nor the Closing Shareholders shall, nor shall CyberGate or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all Shareholders authorize or permit any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not affiliates to, directly nor shall CyberGat 44 or indirectly: the Shareholders authorize or permit any officer, director or employee of CyberGate or the Shareholders, or any investment banker, attorney or other adviser or representative of, CyberGate, any of its affiliates or the Shareholders to, (aA) solicit, solicit or initiate, or knowingly facilitate or encourage the submission of, or respond to inquiries or proposals regarding, any takeover proposal (as defined below) with respect to CyberGate or any issuance of equity or debt securities by CyberGate ("proposed securities issuance"), (B) enter into any Acquisition Proposal; agreement, arrangement or understanding with respect to any takeover proposal or proposed securities issuance, or (bC) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could may reasonably be expected to lead to, any Acquisition Proposaltakeover proposal or proposed securities issuance, other than a transaction with ACSI; provided that upon expiration of the Exclusivity Period (or any subsequent 7-day period contemplated by this proviso) the Exclusivity Period shall be extended for an additional 7 days unless either party has provided prior written notice to the other party that it does not desire to so extend the Exclusivity Period. (b) CyberGate or the Shareholders, as the case may be, will immediately notify ACSI of the occurrence of any takeover proposal or any proposed securities issuance. (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10Agreement, “Acquisition Proposal” "takeover proposal" means (A) any inquiry, proposal or offer from any person relating to any direct or proposal forindirect acquisition or purchase of a substantial amount of assets of CyberGate or the Subsidiaries or of any voting securities of, or indication of equity interest in, a CyberGate or the Subsidiaries (including, without limitation, from the Shareholders) or which would require approval under any federal, state or local law, rule, regulation, judgment, injunction or other governmental rule governing or relating to the current or contemplated business operations of CyberGate or the Subsidiaries, or any merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganizationsale of a material portion of the assets, recapitalization, liquidation, dissolution or similar transaction involving CyberGate or the Subsidiaries or any other transaction that is similar in any respect transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Transactions transactions contemplated hereby or that otherwise involves any purchase which would reasonably be expected to dilute materially the benefits to ACSI of the businesstransactions contemplated hereby and (B) any inquiry, at least 51% proposal or offer from any person relating to any direct or indirect acquisition or purchase, by operation of the assets law or otherwise of the Company and its Subsidiaries, taken as a whole, any beneficial interest in equity securities of CyberGate or the majority of Subsidiaries (or interest therein) beneficially owned by the capital stock of the Company Shareholders or any of its Subsidiaries, other than the Transactionstheir associates or affiliates.

Exclusivity. The Company agrees that (a) From and after the date hereof of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with its termspursuant to Article 8, it shall the Company will not, and nor will it shall cause authorize or permit any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managersAffiliates or employees or any investment banker, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not attorney or other advisor or representative retained by it to, directly or indirectly: , (ai) solicit, initiateinitiate or induce the making, submission or knowingly facilitate or encourage the submission announcement of any Acquisition Proposal; , (bii) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, constitutes or could may reasonably be expected to lead to, any Acquisition Proposal; , (ciii) grant engage in discussions with any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, provided that, notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prevent the Company Board from recommending a Superior Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal; provided, however, that prior to delivery the adoption of this Agreement by the Written Consentrequired Company Stockholder vote, if the board of directors of this Section 6.5(a) shall not prohibit the Company from furnishing non-public information regarding the Company to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn) or the Company Board from recommending that it is required by its fiduciary duties to do so, the board Company Stockholders approve a Superior Proposal if (1) neither the Company nor any representative of directors may respond to the Company shall have violated any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth in this Section 6.5, including obligations under clause (i) above, (2) the Company Board concludes in which casegood faith, Parent will be entitled after consultation with its outside legal counsel, that such action is required in order for the Company Board to receive any information provided comply with its fiduciary obligations to such party simultaneously with delivery the Company Stockholders under Delaware Law, (3) prior to furnishing any such party. The non-public information to, or entering into discussions with, such person or group, the Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise gives Parent orally and in writing thereof, including written notice of the identity of such party person or group and of the material terms of any Company’s intention to furnish non-public information to, or enter into discussions with, such offer, person or group and the Company shall keep Parent fully informed with respect thereto. For purposes receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of this Section 7.10, “Acquisition Proposal” means any inquiry, offer all non-public written and oral information furnished to such person or proposal for, group by or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets on behalf of the Company and (4) contemporaneously with furnishing any such non-public information to such person or group, the Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company to Parent); provided, further, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(g) hereof. The Company will, and will cause its Subsidiariesofficers, taken as a wholedirectors, affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the majority foregoing, it is understood that any violation of the capital stock restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any investment banker, attorney or other advisor or representative of its Subsidiariesthe Company shall be deemed to be a breach of this Section 6.5 by the Company. (b) In addition to the obligations of the Company set forth in Section 6.5(a), the Company as promptly as practicable shall advise Parent in writing of any Acquisition Proposal or of any request for non-public information or other than inquiry which the TransactionsCompany reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent known) and the identity of the person or group making any such request, inquiry or Acquisition Proposal. The Company agrees to keep Parent informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, inquiry or Acquisition Proposal.

Exclusivity. The Company agrees that after A. From the effective date hereof until of this Agreement, Cragar and its officer will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by MCC through the earlier of the Closing or the termination term of this Agreement in accordance with its termswithout the prior written consent of MCC. B. If for a period of one (1) year after the expiration of this Agreement, it ▇▇▇▇▇▇ desires to commence any Transaction (as hereinafter defined), MCC shall nothave the right of first refusal to act as ▇▇▇▇▇▇’s financial advisors to arrange for placement agents or underwriters, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officersas the case may be, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class such Transaction or Transactions. This first right of refusal must be exercised by MCC, in writing, within ten (10) business days following written notice of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written ConsentTransaction from Cragar and, if the board of directors of the Company determines in good faith that it is required not so elected, shall be deemed waived by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect theretoMCC. For purposes of this Section 7.10Agreement, the term “Acquisition ProposalTransaction” means any inquiryshall include each of the following; the purchase, offer or proposal forsale, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, consolidation or any other business combination, reorganizationin one or a series of transactions, recapitalizationinvolving Cragar, liquidationor any sale of securities of Cragar or a New Entity, dissolution as described below, effected pursuant to a private sale or an underwritten public offering. ▇. ▇▇ ▇▇▇▇▇▇ decides to actively pursue any such Transaction, and MCC exercises its right of first refusal provided hereunder, MCC and ▇▇▇▇▇▇ will enter into an agreement within ten (10) business days following MCC’s written exercise of its first right of refusal appropriate to the circumstances, containing provisions for, among other transaction things, compensation, indemnification, contribution, and representations and warranties, which are usual and customary for similar agreements. ▇▇▇▇▇▇ agrees that it will not enter into any such Transaction unless, MCC has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, adequate provision is similar in any made with respect to the Transactions or that otherwise involves any purchase payment of the businesscompensation to MCC, at least 51% of the assets of the Company and its Subsidiariesas contemplated hereby. CRAGAR INDUSTRIES, taken as a wholeINC. November 9, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions.2001

Exclusivity. The Company agrees that after 5.1 During the date hereof until the earlier prosecution of the Closing Services, TVAE and Panattoni agree to use all commercially reasonable efforts and negotiate in good faith in order to reach an EPC Agreement on or before October 1, 2007 which includes general terms and conditions approved by Panattoni, and under which Panattoni would become the termination EPC contractor for the Project and enter into a Delta T Subcontract with Delta T, for a fixed price and under arrangements to be agreed to by the Parties. TVAE shall timely provide and cause Delta T to provide all approvals, decisions and other information which Panattoni requires to perform such Services, in order to expedite such negotiations. Accordingly, during the term of this Agreement in accordance with its terms, it TVAE shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts not permit Delta T any other party associated with the Project, to cause all of their respective officersenter into, directorsnegotiate toward, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making in furtherance of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter entering into any agreement for any engineering, and/or procurement and/or construction agreement for the Project. 5.2 In order to promote the successful commercial operation of the Project, the Parties agree that, during the continuance in force of this Agreement or any EPC Agreement entered into by the Parties, and, in the event the Parties enter into an EPC Agreement, for a period of two (2) year(s) following completion of the Project, neither Party shall, directly or indirectly, collaborate or make any other agreements or arrangements with respect third parties relating to any Acquisition Proposal; providedthe engineering, howeverprocurement, that or construction of an ethanol manufacturing facility (other than the Project), within a sixty (60) mile radius of the Site. For the avoidance of doubt, the foregoing restriction shall not apply following 180 days after completion of the Services hereunder, in the event the Parties do not enter into an EPC Agreement prior to delivery the expiration of such 180 day period. 5.3 Notwithstanding the Written Consentforegoing obligation to act in good faith and use all commercially reasonable efforts to enter into a definitive EPC Agreement, if and notwithstanding any past, present or future approvals by the management or the board of directors of either Party to the Company determines in good faith that proposed EPC Agreement or any other past, present or future indications of assent, it is required by its fiduciary duties agreed that neither TVAE nor Panattoni, nor any person related to do soeither such Party, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive under any information provided to such party simultaneously legally binding obligation with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase terms of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, EPC Agreement or the majority of the capital stock of the Company or any of its Subsidiaries, Project (other than the Transactionsscope of this Agreement), and no offer or binding commitment of any nature whatever shall be implied, unless and until a formal, definitive EPC Agreement has been negotiated, prepared, executed and delivered by the Parties, which provides for the supply by Panattoni of engineering, procurement and construction, personnel training, commissioning, start-up and testing services, containing and other detailed terms, covenants, conditions, representations, warranties and indemnities.

Exclusivity. The Company agrees that after (a) From the date hereof of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, it the Company shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: (ai) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate facilitate, discuss (with a third party) or encourage the submission of negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (bii) initiate, continue furnish or otherwise participate in disclose any discussions or negotiations regarding, or furnish non-public information to any Person any information with respect to(other than to the Parties and their respective Representatives) in connection with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any a Company Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (diii) enter into any agreement with respect to any Contract regarding a Company Acquisition Proposal; provided, however, that prior to delivery (iv) prepare or take any steps in connection with a public offering of the Written Consent, if the board of directors any equity securities of the Company determines in good faith that it is required (or any Affiliate or successor of the Company); or (v) otherwise knowingly facilitate or knowingly encourage any effort or attempt by its fiduciary duties any Person to do soor seek to do any of the foregoing. (b) The Company shall (i) notify Parent promptly upon receipt of any Company Acquisition Proposal, describing the board terms and conditions of directors may respond to any Person making an such Company Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, reasonable detail (including the identity of the Persons making such party Company Acquisition Proposal, unless the Company is bound by any confidentiality obligation prohibiting the disclosure of such identity) and the material terms (ii) keep Parent reasonably informed on a reasonably current basis of any material modifications to such offeroffer or information. The Company shall, and shall cause its Affiliates to, and shall authorize and instruct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Company shall keep Parent fully informed Execution Date with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal forto, or indication of interest which is reasonably likely to give rise to or result in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsAcquisition Proposal.

Exclusivity. The Company (a) Seller agrees that after unless this Agreement has been terminated as herein provided, neither the Seller, nor its Affiliates, representatives, employees or agents (collectively, "Agents") will, commencing on the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsand continuing through January 31, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of 1996 (the Company and its Subsidiaries not to"Exclusive Period"), directly or indirectly: , (ai) solicit, initiateencourage or negotiate any proposal (whether solicited or unsolicited) for, or knowingly facilitate execute any agreement relating to, a sale of all or encourage any part of the submission Shares, and Seller and the Agents shall use their best reasonable efforts (subject to the fiduciary obligations of any Agents serving as director of the Company) to prevent, and shall vote all Shares against, a sale of the Company's assets or a sale of any equity or debt security of the Company's or any merger, consolidation, recapitalization or similar transaction involving the Company with any party other than Purchaser (any of the foregoing is referred to as an "Acquisition Proposal"), (ii) subject to the fiduciary obligations of any Agents serving as directors of the Company, provide any information regarding the Company or the Shares to any third party for the purpose of soliciting, encouraging or negotiating an Acquisition Proposal (it being understood that nothing contained in clauses (i) or (ii) above shall restrict Seller or any of its Agents from providing information as required by legal process); or (iii) vote their Shares for any operation of the business of the Company other than in the ordinary course of business, consistent with past practices. For purposes of this Section 7.4 only, the Company shall not be deemed to be an Affiliate of Seller. (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or In the making of any proposal event that constitutes, or could be expected to lead to, any Seller does not consummate the Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class as a result of the Company’s or any Company Subsidiaries’ securities; or Seller's breach of Section 7.4(a) hereof, Seller shall be liable to Purchaser for the payment of liquidated damages to Purchaser in the agreed upon amount of One Hundred Thousand Dollars (d) enter into any agreement with respect to any Acquisition Proposal$100,000); provided, however, that prior if Purchaser does not consummate the Acquisition because Seller has sold the Shares to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required due to the request of Commonwealth Associates, or financial accommodations or other arrangements have been made by its fiduciary duties to do so, Commonwealth Associates which have the board effect of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and causing the Company to purchase such Shares or preventing Purchaser from purchasing the Shares from Seller on terms acceptable to Purchaser as contemplated hereby, then Seller shall keep Parent fully informed with respect thereto. For purposes be liable to Purchaser for the payment of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication liquidated damages to Purchaser in the agreed upon amount of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsTwo Hundred Fifty Thousand Dollars ($250,000).

Exclusivity. The Company agrees that after (a) Except as provided in Section 4.7(b), 4.7(c) or 6.1(f), from the date hereof of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its termsor the Effective Time, it the Company shall not, and it shall cause its Subsidiaries and Affiliates not and shall use not authorize or permit its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, accountants or other agents to directly or indirectly: indirectly (ai) solicitinitiate, initiatesolicit or knowingly encourage, or knowingly take any action to facilitate the making of, any offer or encourage the submission of proposal which constitutes or is reasonably likely to lead to any Company Acquisition Proposal; , (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (dii) enter into any agreement with respect to any Company Acquisition Proposal; provided, howeveror (iii) engage in negotiations or discussions with, that or provide any information or data to, any person (other than Buyer) relating to any Company Acquisition Proposal. (b) Notwithstanding the foregoing, prior to delivery of obtaining the Written ConsentRequisite Stockholder Approval, Company may (i) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms no less favorable to Company than those contained in the Confidentiality Agreement and (ii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal if the board Company Board of directors of the Company Directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an such Company Acquisition Proposal after the date constitutes or would reasonably be expected to lead to a Company Superior Proposal, but only if such Company Acquisition Proposal did not result from a breach of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. Section 4.7(a). (c) The Company shall promptly (and its Subsidiaries shall promptly, but in any case within 48 hours after receiving hours) (i) notify Buyer of any Company Superior Proposal, which notice shall include a copy of such Company Superior Proposal, (ii) notify Buyer upon receipt of any inquiries, proposals or offers received by, any request for information from, or any discussions or negotiations sought to be initiated or continued with, Company or its representatives concerning a Company Acquisition Proposal from or that could reasonably be expected to lead to a third party, advise Parent orally Company Acquisition Proposal and in writing thereof, including disclose the identity of such the other party and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials and (iii) provide Buyer with copies of all written materials provided by Company to such party. Company will keep Buyer informed on a reasonably prompt basis (and, in any case, within 48 hours of any significant development) of the status and details (including amendments and proposed amendments) of any such Company Superior Proposal or other inquiry, offer, and proposal or request. Company shall promptly, following a determination by the Company shall keep Parent fully informed with respect thereto. For purposes Board of this Section 7.10Directors that a Company Acquisition Proposal is a Company Superior Proposal, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication notify Buyer of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionssuch determination.

Exclusivity. The Company agrees that after (a) Between the date hereof until of this Agreement and the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle VII, it Parent shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: indirectly take any action to (ai) solicit, initiate, or knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal; , (bii) initiateenter into, continue or otherwise participate engage in any discussions or negotiations regarding, or furnish with any third party with respect to any Person Acquisition Proposal, (iii) provide information to any third party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, (x) with any third party with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could which would reasonably be expected to lead to, any Acquisition ProposalProposal or (y) in connection with a potential initial public offering of the Business; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement). (c) grant Promptly upon receipt of an unsolicited Acquisition Proposal, Parent shall notify Buyer, which notice shall include a written summary of the material terms of such proposal and the identity of the party that submitted such proposal. Parent may respond to any waiver or release under any standstill or similar unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect Acquisition and is unable to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive provide any information provided related to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsSubsidiaries or entertain any proposals or offers or engage in any discussions or negotiations with respect to an Acquisition Proposal.

Exclusivity. The Company agrees that after From the date hereof Execution Date until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, it Parent and Merger Sub shall not, and it shall cause its Subsidiaries and Affiliates and shall use its their reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: (ai) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate facilitate, discuss (with a third party) or encourage the submission of negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Parent Acquisition Proposal; (bii) initiate, continue furnish or otherwise participate in disclose any discussions or negotiations regarding, or furnish non-public information to any Person any information with respect toin connection with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any a Parent Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (diii) enter into any agreement with respect to any Contract regarding a Parent Acquisition Proposal; provided, however, that prior to delivery (iv) prepare or take any steps in connection with an offering of any securities of either Parent of the Written Consent, if the board Merger Sub (or any Affiliate or successor of directors either Parent of the Company determines in good faith that it is required Merger Sub), other than the issuance of shares of Parent Common Stock as Merger Consideration; or (v) knowingly facilitate or knowingly encourage any effort or attempt by its fiduciary duties any Person to do so, or seek to do any of the board foregoing. Parent shall (A) notify the Company promptly upon receipt of directors may respond to any Person making an Parent Acquisition Proposal after by Parent or Merger Sub, and to describe the date terms and conditions of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Parent Acquisition Proposal from a third party, advise Parent orally and in writing thereof, reasonable detail (including the identity of any Person making such party Parent Acquisition Proposal) and (B) keep the material terms Company reasonably informed on a reasonably current basis of any modifications to such offeroffer or information. Parent shall, and shall cause its Affiliates to, and shall authorize and instruct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Company shall keep Parent fully informed Execution Date with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal forto, or indication of interest which is reasonably likely to give rise to or result in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsParent Acquisition Proposal.

Exclusivity. (a) The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates its and shall use its reasonable best efforts to cause all of their respective Subsidiaries' officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives agents and controlled Affiliates of the Company advisors and its Subsidiaries affiliates not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate solicit or encourage the submission of any Acquisition Proposal; (b) initiate, continue inquiries or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information proposals with respect to, or cooperate engage in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutesnegotiations concerning, or could be expected to lead provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal; (c) grant . It shall immediately cease and cause to be terminated any waiver activities, discussions or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that negotiations conducted prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive with any information provided to such party simultaneously with delivery to any such partyparties. The Company and shall promptly advise Compass following the receipt by the Company or any of its Subsidiaries shall promptly, but in any case within 48 hours after receiving of any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, the substance thereof (including the identity of the person making such party Acquisition Proposal), and the material terms advise Compass of any such offer, and the Company shall keep Parent fully informed developments with respect theretoto such Acquisition Proposal immediately upon the occurrence thereof. For purposes of this Section 7.10, “6.6 an "Acquisition Proposal” " means any inquirytender or exchange offer, offer or proposal for, or indication of interest in, for a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution consolidation or other business combination or similar transaction that is similar involving the Company or its Subsidiaries or any proposal or offer to purchase or acquire in any respect to the Transactions manner all or that otherwise involves any purchase a majority of the businessvoting ownership, at least 51% beneficial ownership or right to vote securities in, or a majority of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock deposits of the Company or any of its Subsidiaries, other than the Transactionstransaction contemplated by this Agreement, provided, however, that nothing contained in this Section 6.6 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions, negotiations or an agreement with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that the Board of Directors of the Company, after consultation with and based upon the written opinion of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company, to comply with its fiduciary duties to its shareholders under applicable law.

Exclusivity. The Company agrees that after (a) During the date hereof until the earlier Exclusivity Period (as defined below), neither CDI nor any of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all subsidiaries nor any of their respective officers, directors, managersemployees or representatives (including any investment banker, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates attorney or accountant retained by CDI or any of the Company and its Subsidiaries not tosubsidiaries) will, directly or indirectly: , (aI) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate engage in any discussions or negotiations regardingconcerning the sale or other disposition of all or a substantial portion of the Company, whether by sale or disposition of securities, merger, sale of assets or otherwise, other than the Potential Acquisition with AE (any such sale or disposition, an “Acquisition Proposal”), or furnish otherwise initiate, solicit or knowingly encourage, assist or facilitate any effort relating to an Acquisition Proposal or any Person any inquiry, proposal or request for information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any or result in, an Acquisition Proposal; , or (cII) grant engage in any waiver discussions with, or release under furnish any standstill or similar agreement with respect to any class of the Company’s information concerning CDI or any Company Subsidiaries’ securities; of its subsidiaries to, any third party who has made, or (d) enter into any agreement with respect to any Acquisition Proposal; providedin response to, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. (b) Notwithstanding anything to the contrary contained in this letter agreement, if at any time after the date hereof and prior to the consummation of a Potential Acquisition, CDI receives an unsolicited written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement that was letter agreement and did not solicited after the execution results from a material breach of this Agreement and will not be bound by the restrictions set forth aboveletter agreement), in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company CDI and its Subsidiaries shall promptlyrepresentatives may, but subject to compliance with this paragraph and prior written notice to AE at ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, engage in any case within 48 hours after receiving any negotiations or discussions with, or furnish information and reasonable access to, the third party (including such third party’s representatives) making such Acquisition Proposal from if CDI determines in good faith, after consultation with its outside legal counsel and financial advisor, and based on information then available, that such Acquisition Proposal constitutes or could reasonably be expected to lead to or result in a proposal that is more favorable to the stockholders of CDI than the Potential Acquisition. (c) Notwithstanding anything to the contrary contained in this letter agreement, CDI may, following the receipt of an Acquisition Proposal and with prior written notice to AE at ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, contact the third party (including such third party, advise Parent orally ’s representatives) making such Acquisition Proposal to (i) clarify and in writing thereof, including understand the identity of such party terms and the material terms of any such offer, and the Company shall keep Parent fully informed conditions thereof to facilitate CDI’s determination with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions foregoing paragraph or that otherwise involves any purchase (ii) inform such third party of the business, at least 51% provisions of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsthis letter agreement.

Exclusivity. (a) The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and the Company shall use its reasonable best efforts to cause all each of their respective its officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: , (ai) encourage, solicit, initiate, engage or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in negotiations with any discussions person or negotiations regardingentity (other than the Parent) concerning any merger, consolidation, sale of material assets, tender offer, recapitalization, material accumulation of Company Shares, proxy solicitation or other business combination involving the Company, or furnish to any Person any information with respect to, division of the Company (an "Acquisition Transaction") or cooperate in any way (ii) or take any other action knowingly intended or designed to facilitate or encourage any inquiries or the making efforts of any person or entity (other than Parent) relating to a possible Acquisition Transaction. (b) Notwithstanding anything herein to the contrary, in the event that there is an unsolicited proposal for or an unsolicited indication of a serious interest in entering into, an Acquisition Transaction from a bona fide financially capable third party that constitutescontains no financing contingency, or could the Company, at its discretion, shall be expected permitted to lead tofurnish to and communicate with any such party all publicly available information requested by such party. In the event that such party requests information in addition to that which is publicly available, the Company may furnish to and communicate with such third party non-public information and otherwise negotiate with such party, only if (i) two (2) business days prior written notice shall have been given to the Parent and (ii)(A) the Company's Board of Directors shall have been advised in writing by its investment banker that it believes such third party is financially capable, without any financing contingency, of consummating an Acquisition Proposal; Transaction, (cB) grant the Company's Board of Directors shall have been advised, by the written opinion of outside counsel to the Company, that any waiver or release under any standstill or similar agreement with respect failure to any class provide such non-public information to such party would constitute a breach of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery fiduciary responsibilities of the Written ConsentBoard of Directors to the Company Stockholders and (C) the Company's Board of Directors, if after weighing such advice, determines that failing to furnish such information would constitute a breach of the board Board's fiduciary duties. Notwithstanding anything herein to the contrary, nothing shall prohibit the Board of directors Directors of the Company determines in good faith that it is required by its fiduciary duties from responding to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, tender offer or proposal for, complying with its obligations under Sections 14d-9 or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase 14e-2 of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsExchange Act.

Exclusivity. The Company agrees that after From the date hereof until Signing Date and ending on the earlier of (a) the Closing or and (b) the termination of this Agreement in accordance with its termsAgreement, it the parties hereto shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company subsidiaries and its Subsidiaries and their respective Representatives not to, directly or indirectly: , (ai) enter into, solicit, initiateinitiate or continue any discussions or negotiations with, or knowingly facilitate encourage or encourage respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” (within the submission meaning of Section 13(d) of the Exchange Act), concerning any sale of any Acquisition Proposal; material assets of such party or any of its outstanding capital stock or any conversion, merger, consolidation, liquidation, recapitalization, dissolution or similar transaction involving such party or any of such party’s subsidiaries other than with the other parties to this Agreement and their respective Representatives (ban “Alternative Transaction”), (ii) initiateenter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would otherwise reasonably be expected to lead to, any Acquisition Proposal; Alternative Transaction or (ciii) grant commence, continue or renew any waiver due diligence investigation regarding any Alternative Transaction. Each party shall, and shall cause its subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or release under negotiations with any standstill person conducted heretofore with respect to any Alternative Transaction. Each party will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the Signing Date been provided with Confidential Information in connection with its consideration of an Alternative Transaction to return or similar destroy all such Confidential Information furnished to such person by or on behalf of it. If a party or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that such party is subject to an exclusivity agreement with respect to any class of the Company’s Transaction that prohibits such party from considering such inquiry or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of proposal. Without limiting the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do soforegoing, the board parties hereto agree that any violation of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, 7.05 by a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company party or any of its Subsidiaries, other than the Transactionssubsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05 by such party.

Exclusivity. The Company agrees shall immediately cease, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives to immediately cease, any discussions or negotiations with any Person (other than Parent or its Affiliates) that after may be ongoing with respect to a SpinCo Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a SpinCo Proposal, and shall promptly request that each Person that has been provided with any confidential information in connection with any SpinCo Proposal prior to the date of this Agreement promptly return or destroy such information (if as of the execution of this Agreement not already so requested), including promptly terminating any access by any Person to any physical or electronic data room relating to any SpinCo Proposal. From the date hereof until the earlier to occur of the Closing or (a) the termination of this Agreement in accordance with its termspursuant to Article IX and (b) the Effective Time, it the Company shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all its Representatives not to: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of their respective officersfurnishing information which has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to any acquisition (whether by merger, directorspurchase of Interests, managerspurchase of assets or otherwise), employeesexclusive license, investment bankersjoint venture, attorneyspartnership, accountantsrecapitalization, agentsliquidation, advisors, representatives and controlled Affiliates dissolution or other transaction involving any portion of the business or assets of the Company and its Subsidiaries not tothat, directly individually or indirectly: in the aggregate, constitutes 10% or more of the net revenues, net income or assets of the SpinCo Business (ataken as a whole) solicit(any of the foregoing, initiatea “SpinCo Proposal”), or knowingly facilitate any inquiry, proposal or encourage the submission of any Acquisition offer which would reasonably be expected to lead to a SpinCo Proposal; , (bii) initiate, continue or otherwise participate engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect torelating to the SpinCo Business, SpinCo Business Assets or cooperate SpinCo Entities in connection with, any way SpinCo Proposal or take any other action knowingly inquiry, proposal, effort or attempt related to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal; SpinCo Proposal or (civ) grant approve or authorize, or cause or permit the Company or any waiver or release under of its Subsidiaries to enter into, any standstill merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement with respect to or document relating to, or providing for, any class of SpinCo Proposal; provided that nothing in this Section 7.10 shall limit the Company’s ability to pursue or engage in any Company Subsidiaries’ securities; or (d) enter into any agreement with respect transaction relating to any Acquisition Proposal; provided, however, that prior to delivery substantially all of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a wholewhole (as opposed to solely the SpinCo Business), so long as such transaction would not prevent or materially impair or materially delay the majority of Company’s ability to comply with its obligations hereunder and under the capital stock of Separation and Distribution Agreement or to consummate the Company transactions contemplated hereby or any of its Subsidiaries, other than by the TransactionsSeparation and Distribution Agreement.

Exclusivity. PXP may acquire additional Deepwater GOM Assets (including equity interests of a company engaged in a Permitted Business), provided that, within thirty (30) days after the closing of such acquisition, PXP offers, by written notice, to sell such assets to the Company for an amount equal to the purchase price of such assets plus PXP’s reasonable transaction costs. The Company agrees shall notify PXP as to whether it will acquire such additional Deepwater GOM Assets within thirty (30) days after receipt of a written offer from PXP. The Company shall take all action necessary or appropriate to seek the vote or consent to approve such offer by the holders of Preferred Stock and, prior to an Initial Public Offering, the holders of Common Shares, each voting separately as a class (except that after the date hereof until the earlier holders of the Closing or the termination of this Agreement in accordance with its terms, it Common Shares shall notvote together as a single class), and it in connection therewith shall provide all such holders with all material information relating to such offer and such assets. PXP agrees, and agrees to cause its Subsidiaries and Affiliates and shall use its reasonable best efforts Affiliates, to cause vote or consent all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives Common Shares (if such vote or consent is sought prior to an Initial Public Offering and controlled Affiliates determined by the Company to be necessary) and Preferred Stock entitled to vote or consent to approve such offer in the same proportion as the holders of the Preferred Stock other than PXP or its Affiliates, voting separately as a class, not later than three (3) days after the vote or consent thereon by the holders of the Preferred Stock other than PXP or its Affiliates. The Company shall accept such offer if (and its Subsidiaries not to, directly or indirectlyonly if) it has obtained: (ai) solicitprior to an Initial Public Offering, initiatethe Majority Preferred Approval (without any further requirement of approval by the Board of Directors); and (ii) after an Initial Public Offering, or knowingly facilitate or encourage the submission approval of the Board of Directors. If the Company agrees to acquire additional Deepwater GOM Assets prior to an Initial Public Offering under this Section 2.02(c), then each of the holders of Common Stock, Class A Common Stock and Class B Common Stock (the “Common Stockholders”) and Preferred Stockholders shall contribute their proportionate share (determined on an as-converted basis) of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish capital necessary to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or fund such acquisition through the making purchase from the Company of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class additional shares of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition ProposalClass A Common Stock at a price of $20.00 per share; provided, however, that prior if any holder of Common Stock, Class A Common Stock or Class B Common Stock fails to delivery purchase such additional shares of Class A Common Stock, then PXP shall acquire such additional shares of Class A Common Stock. If the foregoing applicable approval is obtained, then the Company shall (and PXP shall cause the Company to) take all action necessary or appropriate to accept such offer within thirty (30) days after receipt of the Written Consentwritten offer from PXP. Notwithstanding the foregoing, if the restrictions and requirements in this section shall not apply (1) from and after the tenth anniversary of the Closing Date, (2) to opportunities not accepted by the Company in writing within thirty (30) days after receipt of a written offer from PXP, (3) from and after the time that PXP owns less than 50% of all the outstanding Common Stock on a Fully Diluted Basis, (4) to PXP’s investment in McMoRan Exploration Company or to any passive investments of PXP in which it holds not more than 10% of any outstanding class of capital stock (not involving board of directors representation) of a publicly held company that owns Deepwater GOM Assets, (5) to PXP’s acquisition of all of the Company determines in good faith stock or all the assets of any person that it is required owns, among other things, Deepwater GOM Assets, as long as the fair market value of such person’s Deepwater GOM Assets constitute less than 25% of the aggregate fair market value of the total assets being acquired by its fiduciary duties PXP pursuant to do so, the board of directors may respond this clause (5) or (6) to any Person making an Acquisition Proposal additional Deepwater GOM Assets acquired by PXP after the date hereof which are subject to any area of mutual interest, buy-back, preferential or similar pre-emptive right to purchase in favor of third parties under the terms of Applicable Contracts; provided that PXP shall offer to the Company pursuant to this Section 2.02(c) any additional Deepwater GOM Assets for which such third parties have failed to exercise their area of mutual interest, buy-back, preferential or similar pre-emptive rights to purchase and the time periods under this Section 2.02(c) shall be extended by the number of days such rights of third parties remain open. Within three days after any acquisition of Deepwater GOM Assets by PXP pursuant to clause (6) of the preceding sentence, PXP shall notify the Company (including the Preferred Nominee) and the Investors of such acquisition and the time periods for the exercise of such third party rights; provided, however, that PXP shall not be required to notify the Investors if it is contractually prohibited from providing such notification (but only to the extent of such prohibition). Notwithstanding the foregoing, in the event PXP acquires leases that constitute Deepwater GOM Assets (“Deepwater Lease Assets”) and offers such Deepwater Lease Assets to the Company in accordance with the first sentence of this Agreement that was not solicited after Section 2.02(c), then to the execution extent the Company has available funds available under the Approved Budget for the purchase of this Agreement Deepwater Lease Assets (up to an aggregate of $40 million), the Company shall be required to purchase such assets from PXP (and will shall not be bound by the restrictions set forth above, in which case, Parent will be entitled required to receive any information provided to obtain Majority Preferred Approval for such party simultaneously with delivery to any such partypurchase). The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal purchase such assets from a third party, advise Parent orally and in writing thereof, including PXP for an amount equal to the identity purchase price of such party and assets plus PXP’s reasonable transaction costs (without the material terms requirement for the Common Stockholders, PXP or the Preferred Stockholders to contribute their proportionate share of any the purchase price of such offerDeepwater Lease Assets). If the Company accepts an offer from PXP to purchase certain assets pursuant to this Section 2.02(c) (including Deepwater Lease Assets), then PXP and the Company will enter into an asset purchase agreement with customary terms that are reasonably acceptable to each party; provided, however, it shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of not be reasonable for the Company and its Subsidiaries, taken as a whole, to refuse to execute an asset purchase agreement that contains identical or the majority of the capital stock of the Company or any of its Subsidiaries, other less burdensome terms than the Transactionsterms by which PXP acquired the applicable assets.

Exclusivity. The Company Managing Member, itself and on behalf of the Company, hereby agrees that after the date hereof until the earlier Section 12.4 of the Closing or LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the termination voting and investment powers of this Agreement in accordance which are exercised independently from you with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts respect to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; Investment. (b) initiateNotwithstanding Section 12.4 of the LLC Agreement, continue or otherwise participate in any discussions or negotiations regarding, or furnish but subject to any Person applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with any information with respect toholdings of your Subsidiaries (including any indirect purchase or disposition, for example, by means of swaps or cooperate in any way other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that you agree (i) not to purchase or take any other action knowingly to facilitate or encourage any inquiries or the making dispose of any proposal that constitutessuch common shares if, at the time of such purchase or could be expected disposition, the Person making the applicable investment decision is in possession of any material non-public information relating to lead to, any Acquisition ProposalGGP on which it is prohibited from trading under the Exchange Act; (cii) grant not to purchase or dispose of any waiver such common shares unless you have determined that such purchase or release disposition would not result in a disgorgement of profits under any standstill or similar agreement Section 16(b) of the Exchange Act with respect to any class Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company’s or , in connection with any amendment to any filings made on behalf of the Company Subsidiaries’ securitiespursuant to Section 13 of the Exchange Act; or (dvi) enter into not to engage in any agreement acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company GGP or any of its Subsidiaries, other than Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the Transactionssame manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the purchase or disposition on a date or within a time period specified by the relevant party.

Exclusivity. The Company agrees that after (a) During the date hereof until the earlier Interim Period, each of the Closing or the termination of this Agreement in accordance with its terms, it shall not, Holdings and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and shall not take, nor shall it permit any of its Subsidiaries not toAffiliates or Representatives to take, whether directly or indirectly: (a) , any action to solicit, initiate, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate engage in any discussions or negotiations regardingwith, or furnish to enter into any Person any information with respect toagreement with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutesencourage, or could be expected to lead provide information to, any Acquisition Proposal; Person (cother than Acquiror or any of its Affiliates or Representatives) grant concerning any waiver or release under purchase of any standstill or similar agreement with respect to any class of the Company’s or any Company of its Subsidiaries’ securities; equity securities or (d) enter into the issuance and sale of any agreement with respect to any Acquisition Proposal; providedsecurities of, howeveror limited liability company interests in, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by or any of its fiduciary duties to do so, the board Subsidiaries (other than any purchases of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound equity securities by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 10.03(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. The Company and Holdings shall notify Acquiror promptly (but in no event later than forty-eight (48) hours) after receipt by the Company, Holdings, any of their respective Subsidiaries or any of their respective Representatives of any inquiry or proposal with respect to an Acquisition Transaction. In such notice, Holdings or the Company shall identify the third party making any such inquiry, proposal, indication or request with respect to an Acquisition Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Notwithstanding the foregoing, nothing in this Section 10.03(a) shall require Holdings, the Company or any of their respective Subsidiaries to violate any Law or any obligation of confidentiality or non-disclosure owed by such party prior to the date of this Agreement. (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its members or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, its members and their respective Affiliates and Representatives; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 10.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. Acquiror shall notify the Company promptly (but in no event later than forty-eight (48) hours) after receipt by Acquiror or any of its Representatives of any inquiry or proposal with respect to a Business Combination Proposal. In such notice, Acquiror shall identify the third party making any such inquiry, proposal, indication or request with respect to a Business Combination Proposal and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Notwithstanding the foregoing, nothing in this Section 10.03(b) shall require Acquiror to violate any Law or any obligation of confidentiality or non-disclosure owed by such party prior to the date of this Agreement.

Exclusivity. The During the Interim Period, the Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates not to, and shall use its commercially reasonable best efforts to cause all of its and their respective officers, directors, managers, employees, stockholders and other representatives (including any investment bankers, attorneys, accountants, agents, advisors, representatives ) not to (and controlled Affiliates shall not authorize any of the Company and its Subsidiaries not them to), directly or indirectly: (a) solicit, initiate, encourage or knowingly facilitate any inquiries with respect to, or encourage the making, submission of or announcement of, any offer or proposal for an Acquisition Proposal; (b) initiate, participate or engage in or continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information of the Company Group with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant approve, endorse or recommend any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securitiesAcquisition Proposal; or (d) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or providing for the consummation of any Acquisition Proposal; or (e) submit any Acquisition Proposal or any matter related thereto to the vote of the Stockholders; provided that solicitation of potential investors with respect to a contemplated issuance of Company Capital Stock for bona fide financing purposes shall not constitute a violation of this Section 6.9; provided, however, that any such issuance of Company Capital Stock shall be subject to Parent’s consent in accordance with Section 6.1(b)(iii). The Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its and their employees, stockholders and other representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement . As promptly as practicable (and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case event within 48 hours one (1) Business Day) after receiving receipt of any Acquisition Proposal from a third partyor any request for nonpublic information or inquiry which it reasonably believes would lead to an Acquisition Proposal, advise the Company shall provide Parent orally with oral and in writing thereof, including the identity written notice of such party and the material terms and conditions of any such offerAcquisition Proposal. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsif publicly disclosed.

Exclusivity. The Company agrees that after the date hereof until the earlier of the During each Pre-Closing or the termination of this Agreement in accordance with its termsPeriod, it Seller shall not, and it shall cause its Subsidiaries Affiliates (including the Companies) and Affiliates and shall use any of its reasonable best efforts to cause all of or their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: , (a) take any action to solicit, initiate, facilitate, encourage or knowingly facilitate or encourage the submission of any continue inquiries regarding an Acquisition Proposal; (b) initiate, continue or otherwise participate in any enter into discussions or negotiations regardingwith, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Person concerning a possible Acquisition Proposal; or (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Companies) and all their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to any a possible Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement . Seller shall promptly (and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case event within 48 hours one (1) Business Day after receiving any Acquisition Proposal from a third partyreceipt thereof by Seller, its Affiliates (including the Companies) or their respective Representatives) advise Parent Purchaser orally and in writing thereof, including the identity of such party any Acquisition Proposal or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal and the material terms and conditions thereof and the identity of the party making such Acquisition Proposal or inquiry. Seller agrees that the rights and remedies for noncompliance with this Section 6.9 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such offerbreach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser. Seller shall not, and shall cause its Affiliates (including the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10Companies) not to, “Acquisition Proposal” means release any inquiry, offer or proposal forthird party from, or indication waive any provision of, any confidentiality or standstill agreement to which it is a party and Seller also agrees to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of interest in, a acquiring (whether by merger, consolidationacquisition of stock or assets or otherwise) any Company, asset purchaseif any, stock purchaseto return (or if permitted by the applicable confidentiality agreement, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution destroy) all confidential information heretofore furnished to such Person by or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase on behalf of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company Seller or any of its SubsidiariesAffiliates (including the Companies) or any of their respective Representatives and, other than the Transactionsif requested by Purchaser, to enforce such Person’s obligation to do so.

Exclusivity. The Company agrees that after the date hereof until Until the earlier of the Closing or the termination of this Agreement in accordance with its termsAgreement, it shall notwithout the prior written consent of the Investor, and it shall cause neither the Company nor any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not toshall, directly or indirectly: , take (aand the Company shall not authorize or permit any directors, officers or employees of the Company to take and shall not permit any of its Affiliates or representatives to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiateinitiate or facilitate any Competing Securities Issuance, (ii) enter into any agreement with respect to any Competing Securities Issuance or knowingly facilitate enter into any agreement, arrangement or encourage understanding requiring it to abandon, terminate or fail to consummate any of the submission of any Acquisition Proposal; Transactions or (biii) initiate, continue or otherwise participate in any way in discussions or negotiations regardingwith, or furnish to any information to, any Person any information with respect toin connection with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect Competing Securities Issuance. Prior to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; providedClosing, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company officers and its Subsidiaries, taken as a whole, or the majority of the capital stock employees of the Company or any of its Subsidiaries, do not, and to the extent within the Company’s control, other than Affiliates or representatives do not take or do any of the Transactionsactions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless the Investor otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Competing Securities Issuance. In the event that a Change of Control (as defined in the Certificate of Designations) is consummated prior to the Closing, the Company will pay to each Investor Party their Pro Rata Share of an amount equal to the Make-Whole Amount (as defined in the Certificate of Designations) (assuming for these purposes all shares of Series A Preferred Stock had been issued to the Investor Parties immediately prior to the Change of Control).

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it (a) SHB shall not, and nor shall it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all permit any Affiliate of their respective officersSHB or any officer, directorsdirector or employee of any of them, managersor any investment banker, employeesattorney, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not accountant or other representative retained by SHB or any SHB Affiliate to, directly or indirectly: (a) , solicit, initiateencourage, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate engage in any discussions or negotiations regardingwith, or furnish respond to any Person any information with respect torequests for information, inquiries, or cooperate in other communications from, any way or take any person other action knowingly to facilitate or encourage any inquiries than TFC concerning the fact of, or the making of any proposal that constitutesterms and conditions of, this Agreement, or could be expected to lead toconcerning any acquisition of SHB, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s SHB Subsidiary, or any Company Subsidiaries’ securitiesassets or business thereof (except that SHB officers may respond to inquiries from analysts, Regulatory Authorities and holders of SHB Capital Stock in the ordinary course of business); and SHB shall notify TFC immediately if any such discussions or negotiations are sought to be initiated with SHB by any person other than TFC or if any such requests for information, inquiries, proposals or communications are received from any person other than TFC. If, and only to the extent that, (di) enter into any agreement the SHB Board reasonably determines in good faith, after consultation with respect its outside legal counsel, that such action would be required in order for the directors of SHB to any comply with their respective fiduciary duties under applicable law in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.7 that the SHB Board believes is a Superior Proposal; , provided, however, that prior to delivery no Acquisition Proposal shall be considered a Superior Proposal unless, during the three (3) day period following TFC's notification of the Written ConsentSuperior Proposal, if the board of directors of the Company determines SHB and its advisors shall have negotiated in good faith with TFC to make adjustments in the terms and conditions of this Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal, and such negotiations fail to result in the necessary adjustments to this Agreement; and (ii) SHB provides notice to TFC of its decision to take such action in accordance with the requirements of Section 4.7(b), SHB may (1) furnish information with respect to SHB to any person making such Acquisition Proposal pursuant to a customary confidentiality agreement (as determined by SHB after consultation with its outside legal counsel) on terms substantially similar to, and no less favorable to TFC than, the terms contained in any such agreement between SHB and TFC, (2) participate in discussions or negotiations regarding an Acquisition Proposal and (3) authorize any statement or recommendation in support of such an Acquisition Proposal and withhold, withdraw, amend or modify the recommendation for SHB shareholder approval of this transaction. (b) SHB shall notify TFC promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to SHB or for access to the properties, books, or records of SHB by any Person that informs the SHB Board or a member of senior management of SHB that it is required by its fiduciary duties considering making, or has made, an Acquisition Proposal. Such notice to do soTFC shall be made orally and in writing, and shall indicate the board identity of directors may respond the Person making the Acquisition Proposal or intending to any Person make or considering making an Acquisition Proposal after or requested non-public information or access to the date books and records of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth aboveSHB, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offerAcquisition Proposal and any modification or amendment to such Acquisition Proposal. SHB shall keep TFC fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. SHB also shall promptly, and in the Company shall keep Parent fully informed any event within twenty-four (24) hours, notify TFC, orally and in writing, if it enters into discussions or negotiations concerting any Acquisition Proposal in accordance with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions4.7(a).

Exclusivity. The Company agrees that (a) From and after the date hereof of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with its termspursuant to Article 8, it shall the Company will not, and nor will it shall cause authorize or permit any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managersAffiliates or employees or any investment banker, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not attorney or other advisor or representative retained by it to, directly or indirectly: , (ai) solicit, initiateinitiate or induce the making, submission or knowingly facilitate or encourage the submission announcement of any Acquisition Proposal; , (bii) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, constitutes or could may reasonably be expected to lead to, any Acquisition Proposal; , (ciii) grant engage in discussions with any waiver or release under any standstill or similar agreement person with respect to any class Acquisition Proposal, except as to disclose the existence of the Company’s these provisions, (iv) endorse or recommend any Company Subsidiaries’ securities; Acquisition Proposal, or (dv) enter into any letter of intent or similar document or any contract, agreement with respect or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that prior to delivery the adoption of this Agreement by the Written Consentrequired Company Stockholder vote, if the board of directors of this Section 6.10(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company and its subsidiaries to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the Company Board from recommending that it is required by the Company Stockholders approve a Superior Proposal if (A) neither the Company nor any representative of the Company or its fiduciary duties to do so, the board subsidiaries shall have violated any of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth in this Section 6.10, including, but not limited to, obligations under clause (i) above, (B) the Company Board concludes in which casegood faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under California Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the Company gives Parent will be entitled written notice of the identity of such person or group and of the Company’s intention to receive any furnish nonpublic information provided to, or enter into discussions with, such person or group and the Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party simultaneously person or group by or on behalf of the Company, and (D) contemporaneously with delivery to furnishing any such partynonpublic information to such person or group, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent); provided, further, however, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(i) hereof. The Company and its Subsidiaries shall promptlysubsidiaries will, but in and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any case within 48 hours after receiving and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal from a third partyProposal. Without limiting the foregoing, advise Parent orally and in writing thereof, including the identity of such party and the material terms of it is understood that any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase violation of the businessrestrictions set forth in the preceding two sentences by any officer, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, director or the majority of the capital stock employee of the Company or any of its Subsidiariessubsidiaries or any investment banker, attorney or other than advisor or representative of the TransactionsCompany or any of its subsidiaries shall be deemed to be a breach of this Section 6.10 by the Company. (b) In addition to the obligations of the Company set forth in Section 6.10(a), the Company as promptly as practicable shall advise Parent in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which the Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent known), and the identity of the person or group making any such request, inquiry or Acquisition Proposal. The Company agrees to keep Parent informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, inquiry or Acquisition Proposal.

Exclusivity. The Company agrees that after From the date hereof of this Agreement and until the earlier of the Closing or Date and the termination of date on which this Agreement in accordance with its termsis terminated pursuant to Section 8.1, it Seller shall not, and it shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal, (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause its Subsidiaries and Affiliates to be terminated, and shall use its reasonable best efforts to cause all of its Affiliates and its and their respective officersRepresentatives to immediately cease and cause to be terminated, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any all existing discussions or negotiations regarding, or furnish to with any Person any information Persons conducted heretofore with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, an Acquisition Proposal and shall promptly (and in any event within two (2) Business Days after the date hereof) demand that all such Persons return or destroy any Confidential Information provided by or on behalf of Seller in connection with any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class . Until the earlier of the Company’s Closing Date and the date on which this Agreement is terminated pursuant to Section 8.1, Seller shall promptly (and in any event within two (2) Business Days after receipt thereof by Seller or its Affiliates or Representatives) advise Purchaser orally and in writing of any Company Subsidiaries’ securities; or (d) enter into Acquisition Proposal, any agreement request for information with respect to any Acquisition Proposal; provided, however, that prior or any inquiry with respect to delivery of the Written Consent, if the board of directors of the Company determines or which could reasonably be expected to result in good faith that it is required by its fiduciary duties to do soan Acquisition Proposal, the board material terms and conditions of directors may respond to any Person making an such request, Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement or inquiry, and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and Person making the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionssame.

Exclusivity. The Company agrees that (a) From and after the date hereof of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termspursuant to Article X, it Seller shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiatesolicit offers from, or knowingly facilitate in any manner initiate or encourage the submission of any proposal of, any third party relating to the Purchased Equity or all or substantially all of the Purchased Assets, including any acquisition structured as a tender offer, exchange offer, merger, consolidation, or share exchange (such proposals, announcements or transactions being called herein “Acquisition Proposal; Proposals”). (b) initiateNotwithstanding the foregoing, continue or otherwise if the members of the Board of Directors of Seller reasonably believe that the following is necessary for the purpose of fulfilling their fiduciary duties, Seller, the Companies and their respective directors, officers and managers may participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, assist or cooperate participate in, or facilitate in any way or take other manner any Acquisition Proposal initiated by any other action knowingly to facilitate or encourage any inquiries or the making of any Person that has (i) made a bona fide proposal that constitutesthe Seller reasonably believes constitutes a Superior Proposal, and (ii) entered into a confidentiality agreement on terms substantially similar to the agreement executed by Seller and Buyer, but allows Seller to comply with this Agreement. Seller shall be permitted to direct its officers and other employees, agents, advisors and counsel to cooperate with and be reasonably available to consult with any such third party under the circumstances described in this Section 8.10. Notwithstanding anything to the contrary in this Agreement, Seller’s rights under this Section 8.10(b) and under Section 8.10(d) shall terminate and be of no further force or could be expected effect at 11:59 p.m. Eastern time on April 3, 2007 (the “End Time”), and any and all activities, if any, of Seller, the Companies and their respective directors, officers and managers that were previously occurring pursuant to lead to, and in accordance with this Section 8.10(b) shall immediately cease at the End Time. (c) Seller will notify Buyer as promptly as practicable (but in any event within 48 hours) after receipt of any Acquisition Proposal; , or any material modification of or material amendment to any Acquisition Proposal, or if Seller or any of its Affiliates conduct any discussions or negotiations concerning any Acquisition Proposal. (cd) grant any waiver or release under any standstill Seller may enter into a letter of intent, memorandum of understanding, acquisition agreement or similar agreement in connection with respect any Superior Proposal and terminate this Agreement if and only if (i) Seller exercises these rights prior to the End Time specified in Section 8.10(b), (ii) the Board of Directors approves the Superior Proposal, (iii) Seller has complied with this Section 8.10, (iv) at least five business days have passed from the date Buyer received the notice set forth in Section 8.10(c), (v) Seller provides Buyer written notice of its decision to accept the Superior Proposal, and (vi) with the notice identified in the preceding clause Seller delivers to Buyer the Termination Fee. (e) Seller will, and will cause its Subsidiaries and their respective officers, directors, agents and representatives to, immediately cease and cause to be terminated any class of the Company’s existing discussions or negotiations with any Company Subsidiaries’ securities; or Persons (dother than Buyer and its representatives) enter into any agreement conducted heretofore with respect to any Acquisition Proposal; provided. Seller agrees not to, howeverand to cause its Subsidiaries not to, release any third party from the confidentiality and stand still provisions of any agreement to which Seller or its Subsidiaries is a party or becomes a party. Seller will use reasonable efforts to ensure that prior to delivery the officers, directors and all employees agents and representatives of the Written Consent, if the board of directors Seller or its Subsidiaries are aware of the Company determines restrictions in good faith that it is required by its fiduciary duties this Section 8.10 as reasonably necessary to do so, the board avoid violations thereof. Any violation of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth abovein this Section 8.10 by any officer, in which casedirector, Parent employee, agent or representative (including any investment banker, financial advisor, attorney, accountant, or other retained representative) of the Seller will be entitled deemed to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from be a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes breach of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to 8.10 by the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsSeller.

Exclusivity. The Company agrees that after (a) From the date hereof of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its termsthe Agreement, it the Company and the Sellers shall not, and it shall cause not cause, authorize or permit any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of or their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates (including any Subsidiary of the Company and Company) or any of its Subsidiaries not or their respective investment bankers or Representatives to, directly or indirectly: , (ai) encourage, solicit, initiate, or knowingly facilitate or encourage the submission of any continue inquiries regarding an Acquisition Proposal; (bii) initiate, continue or otherwise participate in any enter into discussions or negotiations regardingwith, or furnish to provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any information agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and the Sellers shall immediately cease, and shall cause their respective Affiliates (including any Subsidiary of the Company) investment bankers and Representatives to immediately cease, all existing discussions or negotiations with any Persons with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, an Acquisition Proposal. (b) To the extent not prohibited by existing contractual restrictions, in addition to the other obligations under this Section 5.15, the Company or one of the Sellers shall promptly (and in any event within two (2) Business Days after receipt thereof) advise Buyer orally and in writing of any Acquisition Proposal; (c) grant , any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement request for information with respect to any Acquisition Proposal; provided, howeveror any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, that prior to delivery the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. same. (c) The Company and its Subsidiaries each of the Sellers agree that the rights and remedies for noncompliance with this Section 5.15 shall promptlyinclude having such provision specifically enforced by any court having equity jurisdiction, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally it being acknowledged and in writing thereof, including the identity of such party and the material terms of agreed that any such offer, breach or threatened breach shall cause irreparable injury to ▇▇▇▇▇ and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect money damages would not provide an adequate remedy to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsBuyer.

Exclusivity. The Company agrees During the Pre-Closing Period, none of Seller Parties shall (and Seller Parties shall cause their respective Affiliates, officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and other agents not to), directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing any information relating to Seller or the Business), or induce or take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that after constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring any Seller Party to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and, to the extent permitted by non-disclosure agreements entered into prior to the date hereof until the earlier hereof, provide Buyer with a description of the Closing material terms and conditions thereof, including the identity of such Person. Seller Parties shall immediately cease and cause to be terminated any discussions with any Person (other than Buyer) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller Parties shall use their respective commercially reasonable efforts to obtain the termination of this Agreement return or destruction of, in accordance with its termsthe terms of any applicable confidentiality agreement, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts any confidential information previously furnished to cause all any such Person by any Seller Party or any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, consultants, financial advisors or other agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate. Seller Parties release any Person from, or knowingly facilitate or encourage the submission of waive any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead toprovision of, any Acquisition Proposal; (c) grant confidentiality or standstill agreement to which any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it Seller Party is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including without the identity prior written consent of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsBuyer.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it the Company shall cause require each of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: , (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (bi) initiate, continue solicit, encourage or otherwise participate facilitate any inquiry, proposal, offer or discussion with any party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company, (ii) furnish any non-public information concerning the business, properties or assets of the Company, any Subsidiary or any division of the Company to any party (other than the Buyer) or (iii) engage in any discussions or negotiations regardingwith any party (other than the Buyer) concerning any such transaction. The Company shall immediately notify any party with which discussions or negotiations of the nature described in clause (i) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or furnish offer of the nature described in clause (i) above, the Company shall, within one (1) business day after such receipt, notify the Buyer of its receipt of such inquiry, proposal or offer, including the identity of the other party. Notwithstanding anything to any Person any information with respect tothe contrary in this Section 4.5 or elsewhere in this Agreement, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s Board of Directors or officers shall not be prohibited from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide written proposal to acquire the Company Subsidiaries’ securities; or if (dx) enter into any the Company’s Board of Directors determines in good faith (based upon advice from legal counsel) that such action is required for the Company’s Board of Directors to comply with its fiduciary duties to the Company Stockholders under applicable law, and (y) the Company has obtained from such person a confidentiality agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of on terms the Company determines in good faith that to be no less favorable to the Company than those contained in the confidentiality provisions of the letter of intent dated February 11, 2008 between the Buyer and the Company. If the Board of Directors of the Company receives a proposal of the nature described in the preceding sentence which it is required by determines in good faith to be superior to the Merger (after consultation with its fiduciary duties to do sofinancial advisors and legal counsel), taking into account the board person making such proposal and the likelihood and timing of directors may respond to any Person making an Acquisition Proposal after the date consummation (including financial, legal, regulatory and other aspects of this Agreement that was not solicited after the execution of this Agreement and will not be bound such proposal deemed relevant by the restrictions set forth aboveCompany’s Board of Directors in good faith) and which is not conditioned upon obtaining additional financing (such other proposal, in which casea “Superior Proposal”), Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The (i) the Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereofpromptly so notify the Buyer, including the identity terms of such party Superior Proposal and (ii) the Company’s Board of Directors may withdraw or modify the Company Recommendation, approve or recommend the Superior Proposal or (only after terminating the Agreement pursuant to Section 7.1(f)) enter into an agreement with respect to such Superior Proposal (either of which shall be deemed, for purposes of Section 7.1(g) hereof, a withdrawal of the Company Recommendation) or terminate this Agreement in accordance with Section 7.1(f); provided, that, at least two (2) business days prior to taking any such action, the Company gives written notice thereof to the Buyer, setting forth in reasonable detail, the material terms and conditions of any such offer, Superior Proposal and the Company Buyer shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10not have, “Acquisition Proposal” means any inquirywithin such two (2) business day period, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other proposed an improved transaction that is similar in any respect to the Transactions or Company’s Board of Directors unless the Company’s Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that otherwise involves any purchase of such improved transaction proposed by the business, Buyer is not at least 51% of the assets of as favorable to the Company Stockholders as the Superior Proposal. The foregoing notice requirements and its Subsidiaries, taken as a whole, opportunity for the Buyer to respond to such other proposal or offer shall similarly apply to any modification of such other proposal or offer received by the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsCompany.

Exclusivity. The During the Pre-Closing Period, the Company agrees that after shall not (and the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it Company shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective Affiliates, officers, directors, managers, employees, investment bankers, attorneys, accountants, agentsconsultants, financial advisors, representatives and controlled Affiliates of the Company and its Subsidiaries other agents not to), directly or indirectly: (a) solicit, initiateinitiate or knowingly encourage (including by way of furnishing any information relating to the Company), or knowingly facilitate induce or encourage knowingly take any other action which could reasonably be expected to lead to the making, submission of or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) initiateother than informing Persons of the provisions contained in this Section 5.5, enter into, continue or otherwise participate in any discussions or any negotiations regarding, regarding any Acquisition Proposal or furnish to any Person any information with respect to, or cooperate in any way or otherwise take any other action to knowingly to facilitate or encourage knowingly induce any inquiries effort or the making of any proposal that constitutes, attempt to make or could be expected to lead to, any implement an Acquisition Proposal; (c) grant approve, endorse, recommend or enter into any waiver or release under any standstill or similar agreement with respect to any class of the Company’s Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company Subsidiaries’ securitiesto abandon or terminate its obligations under this Agreement; or (d) enter into agree, resolve or commit to do any agreement of the foregoing. The Company agrees to notify Parent immediately if any Person makes any proposal, offer, inquiry or contact with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after and provide Parent with a description of the date of this Agreement that was not solicited after the execution of this Agreement material terms and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing conditions thereof, including the identity of such party Person. The Company shall immediately cease and cause to be terminated any existing discussions with any Person (other than Parent) concerning any proposal relating to an Acquisition Proposal. With respect to the material Persons with whom discussions or negotiations have been terminated, the Company shall use its reasonable best efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of Person by the Company or any of its Subsidiariesofficers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or other than agents. The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the TransactionsCompany is a party, without the prior written consent of Parent.

Exclusivity. 3.1 Following the closing the Purchase Agreement, so long as Atai retains ownership or control of (i) no less than fifty percent (50%) of the Purchased Shares during the one year period following the first closing under the Purchase Agreement and (ii) no less than seventy-five percent (75%) of the Purchased Shares thereafter during the Term of this Agreement, the Company agrees and acknowledges it will not, without Atai's prior written consent: (x) license or sell any Company IP, or perform any services for, any Third Party within the Field anywhere in the world; and/or (y) on its own, or with or on behalf of, any Third Party, engage in the research, development, manufacture or commercialization of any products or services within the Field anywhere in the world (collectively, the "Restrictive Covenants"); provided that the foregoing shall not (a) prevent the Company from fulfilling any non-commercial obligations to any Third Party pursuant to any feasibility study or similar non-commercial agreement already existing as of the LOI Date, but is intended to prohibit the Company from entering into any agreements with any Third Party within the Field after the LOI Date, or (b) restrict or prevent the Company from executing new commercial agreements and conducting research, development, manufacture or commercialization, or engaging in any other activities with regard to the products identified in Schedule 1 hereto, or outside the Field. 3.2 Each Party will promptly notify the other Party upon becoming aware of any infringement or threatened infringement of the Company IP by a Third Party in the Field. The Parties shall co-operate fully in the enforcement of any Company IP. The Company agrees that shall have the first right to enforce the Company IP in all infringement, interference, misappropriation and other claims and proceedings, which it may undertake in its discretion. If the Company does not take steps to enforce the infringement or threatened infringement of the Company IP in the Field within sixty (60) days after the date hereof until that written notice thereof was received from or delivered to the earlier Company, then Atai may take such legally permissible action as it deems necessary or appropriate to undertake such enforcement, which it may undertake in its discretion. The Party enforcing such Company IP (the "Controlling Party") shall keep the other Party (the "Cooperating Party") fully informed of the Closing actions and positions taken or proposed to be taken and the termination of this Agreement in accordance with its termsactions and positions taken by all other parties to such proceedings. If Atai requests the Company to join as a party to any action hereunder, it the Company shall notjoin as a party to that action at Atai's expense, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of if the Company requests Atai to join as a party to any action hereunder, Atai shall join as a party to that action at the Company's expense. Any award paid by any third parties as a result of any actions taken pursuant to this Section 3.2 (whether by way of settlement or otherwise) shall first be applied to the reimbursement of any legal fees and its Subsidiaries not toexpenses incurred by either Party, directly or indirectlyand then the remainder shall be divided between the Parties as follows: (a) solicitAtai shall receive an amount equal to its lost profits or a reasonable royalty on the infringing sales (or whichever measure of damages the court may have applied), initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; then (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish the Company shall receive an amount equal to any Person any information with respect to, or cooperate in any way or take the Manufacturing Fee and any other action knowingly amounts that Company would have received from Atai pursuant to facilitate a Manufacturing Agreement had Atai sold the infringing products or encourage any inquiries or the making of any proposal that constitutesservices rather than infringer, or could be expected to lead to, any Acquisition Proposal; and then (c) grant any waiver or release under any standstill or similar agreement with respect the balance, if any, remaining shall be shared such that seventy-five percent (75%) goes to the Controlling Party and twenty-five percent (25%) goes to the Cooperating Party. The Company will have the sole right to enforce the Company IP in all infringement, interference, misappropriation and other claims and proceedings not related to the Field; and payment of all costs related to any class such actions, including legal fees, will be the responsibility of the Company’s , and the Company shall be entitled to all damages and other amounts that are awarded and monies that are paid by way of settlement of or otherwise arising out of any such claim or proceeding. Each Party will cooperate with the other Party in making available all necessary documents and witnesses for any legal proceedings within the Field, without charging any fees to the other Party. 3.3 Notwithstanding the Restrictive Covenants described in Section 3.1, to the extent that the Company Subsidiaries’ securities; receives a bona fide commercial opportunity within the Field from one or more Third Parties during the Term as evidenced by a signed term sheet (d) enter into any agreement each, a "Business Opportunity"), then the Company shall provide Atai with respect written notice to any Acquisition Proposal; providedpresent such Business Opportunity to Atai (a "Business Opportunity Notice"). In each Business Opportunity Notice, howeverthe Company shall provide all information necessary or desirable in order for Atai to be able to fully evaluate the Business Opportunity, that and Atai shall have 90 days after delivery of such a Business Opportunity Notice to determine whether to consent to the Company pursuing such Business Opportunity. Atai shall be entitled, by delivery of written notice to the Company prior to delivery the end of the Written Consentsuch 90 day period, if the board of directors of to withhold its consent to the Company pursuing a Business Opportunity if Atai determines in good faith that it such Business Opportunity is required by its fiduciary duties competitive to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer products or proposal forservices then being developed or commercialized, or indication of interest inplanned to be developed in the future, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company by Atai or any of its SubsidiariesAssociated Companies. If Atai does not object to such Business Opportunity within such 90 day period, other than including the Transactionsreasons for such good faith objection, then the Company may pursue such Business Opportunity without it being deemed a violation of the Restrictive Covenants.

Exclusivity. The (a) During the Pre-Closing Period, the Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and its and their respective Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: , (ai) solicit, initiate, encourage, induce or knowingly facilitate the making, submission or encourage the submission announcement of any proposal relating to an Acquisition Transaction (an “Acquisition Proposal; (b”) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any to an Acquisition Proposal; , (cii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive furnish any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of regarding the Company or any of its SubsidiariesSubsidiaries to any Person in connection with 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, (iii) engage in any discussions or negotiations with any Person with respect to a potential Acquisition Transaction or 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 any Acquisition Transaction. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any of its Subsidiaries or any of its or their respective Affiliates or Representatives, whether or not such Affiliate or Representative is purporting to act on its behalf, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) The Company shall promptly (and in no event later than forty-eight (48) 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) advise Parent in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry or indication of interest, and the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent reasonably informed with respect to the status of any such Acquisition Proposal, inquiry or indication of interest and any modification or proposed modification thereto. Promptly following the execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions with any Person (other than the TransactionsParent and its Affiliates and Representatives) that relate to any Acquisition Proposal or potential Acquisition Proposal.

Exclusivity. The Company agrees During the Credit Enhancement Term, and until all fees and obligations due to the Developer, together with any interest or arrearage, are paid to Developer in full, and while any obligation of Developer under the Financing Documents remains outstanding: (a) Developer shall be the exclusive pre-Commencement Date provider of the construction and loan assistance services described herein with respect to the Project except to the extent any court of competent jurisdiction shall finally determine that after any other party has rights with respect to the date hereof Project which are superior to those of Developer. (b) During the term of this Agreement, Developer will have a right of first refusal to (i) be the exclusive developer of any future developments, including but not limited to, future casinos, hotels, entertainment facilities, and gaming-related facilities for the Tribe or any of the Affiliates which are identified by Tribe or become the subject of discussions or negotiations with Developer (collectively "Future Projects"), and (ii) to provide consulting services or to serve in a similar capacity with respect to all of the Future Projects, provided that this subparagraph shall be deemed void and stricken if the NIGC determines that it in any way renders this Agreement to be a Management Contract under IGRA, and provided, further, that, as to any permanent casino project, the rights granted to Developer herein shall be subject to any enforceable rights granted in the Sonoma Falls Documents to the developer or manager therein, unless and until the earlier parties thereto shall terminate the Sonoma Falls Documents or consent to or waive any inconsistency with this Agreement, or any court of competent jurisdiction shall finally determine that the Sonoma Falls Documents do not constitute a binding agreement of the Closing or the termination of this Agreement parties thereto enforceable in accordance with its terms. If Developer desires to exercise its right of first refusal, it shall notmust do so in writing within sixty (60) days after submission by Tribe to Developer of any third party bona fide contract, consulting or similar offer regarding the Future Projects ("Future Project Documents"). This right of first refusal does not grant Developer the right to manage any other gaming operations of the Tribe. The Tribe covenants to act in good faith and negotiate all Future Project Documents accepted by Developer and in which it is a party, on a reasonable basis, and it shall cause its Subsidiaries and Affiliates and shall to use its reasonable best efforts to cause all expedite seeking BIA or NIGC approval of their respective officerssuch Future Project Documents to the extent such approval is required under the Legal Requirements. (c) Subject to the preceding subparagraph, directorsDeveloper and the Tribe both agree that unless a court of competent jurisdiction finally determines that the tribe is obligated to proceed under the Sonoma Canyon Documents or the Sonoma Falls Documents, managersnone of Developer, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates Tribe nor any of the Company and its Subsidiaries not toTribe's Affiliates will, directly or indirectly: (a) solicit, initiateby any means whatsoever, or knowingly facilitate or encourage develop any Gaming facilities that will reduce the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries Gross Revenues or the making amount of any proposal that constitutesGaming devices or machines currently located at the Facility, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class without the written consent of the Company’s other party; provided that nothing shall restrict Developer or any Company Subsidiaries’ securities; its affiliates from placing games or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines gaming devices in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided or providing services related to such party simultaneously with delivery to placement at any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a facility owned by an unaffiliated third party, advise Parent orally provided such facility is outside the boundaries of Marin, Sonoma, Napa, Mendocino and in writing thereof, including Lake Counties (the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions"Preference Area").

Exclusivity. The Company agrees that (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termspursuant to Article 7 (Termination), it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of neither the Company and nor the Stockholders’ Representative will, nor will it authorize or permit any of its Subsidiaries not respective Representatives or Stockholders to, directly or indirectly: , (ai) solicit, initiate, seek, entertain, encourage, facilitate, support or knowingly facilitate induce the making, submission or encourage the submission announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (bii) initiateenter into, participate in, maintain or continue or otherwise participate in any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or furnish deliver or make available to any Person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate regarding, any inquiry, expression of interest, proposal or encourage any inquiries or the making of any proposal offer that constitutes, or could 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; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (div) enter into any agreement letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal; or (v) submit any Acquisition Proposal (other than the Merger to the extent contemplated by this Agreement) to the vote of any Stockholders of the Company. The Company and the Stockholders’ Representative will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors . If any Representative or Stockholder of the Company determines or the Stockholders’ Representative, whether in good faith his or her capacity as such or in any other capacity, takes any action that it the Company or the Stockholders’ Representative is required obligated pursuant to this Section to cause such Representative or Stockholder not to take, then the Company or the Stockholders’ Representative shall be deemed for all purposes of this Agreement to have breached this Section. (b) The Company or the Stockholders’ Representative, as the case may be, shall immediately notify APC orally and in writing after receipt by the Company or the Stockholders’ Representative (or, to the Knowledge of the Company or the knowledge of the Stockholders’ Representative, by any of its fiduciary duties respective Representatives or Stockholders), of (i) any Acquisition Proposal; (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to do solead to, the board of directors may respond to an Acquisition Proposal; (iii) any other notice that any Person is considering making an Acquisition Proposal after Proposal; or (iv) any request for nonpublic information relating to the date Company or for access to any of this Agreement the properties, books or records of the Company by any Person other than APC not in the ordinary course of business consistent with past practice or that was not solicited after the execution of this Agreement and will Company or the Stockholders’ Representative reasonably believes would not be bound by expected to lead to an Acquisition Proposal. Such notice shall describe (1) the restrictions set forth aboveterms and conditions of such Acquisition Proposal, in which caseinquiry, Parent will be entitled to receive any information provided to such party simultaneously with delivery to expression of interest, proposal, offer, notice or request; and (2) the identity of the Person or Group making any such partyAcquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company and its Subsidiaries the Stockholders’ Representative shall promptlykeep APC fully informed of the status and details of, but and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to APC a complete and correct copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide APC with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company’s board of directors) of any case within 48 hours after receiving meeting of the Company’s board of directors at which the Company’s board of directors is reasonably expected to discuss any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. Proposal. (c) For purposes of this Section 7.104.9, the definition of “Acquisition ProposalRepresentatives” means any inquiryprovided in Annex A hereto shall be deemed to also include direct and indirect partners, offer or proposal formembers, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase stockholders and investors of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsapplicable party referenced therein.

Exclusivity. The Company agrees that after the date hereof and IFL agree that, until the earlier of the Closing or the termination of such time as this Letter Agreement has terminated in accordance with its termsthe provisions of paragraph 11 hereof, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all neither they nor any of their respective representatives, officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisorsequityholders or affiliates shall initiate, representatives and controlled Affiliates of the Company and its Subsidiaries not tosolicit, entertain, negotiate, accept or discuss, directly or indirectly: , any proposal or offer, including any existing offer or proposal (a) solicitan “Acquisition Proposal”), initiateto acquire all or any significant part of the business and properties of the Company or IFL, whether by merger, purchase of units purchase of assets or otherwise, or knowingly facilitate or encourage the submission of provide any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish non-public information to any Person any information third party in connection with respect to, an Acquisition Proposal or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement, arrangement or understanding requiring them to abandon, terminate or fail to consummate the Acquisition. The Company and IFL represent that neither they nor any of their equityholders or affiliates is party to or bound by any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of other than under this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled Letter Agreement. IFL agrees to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company immediately notify Paligent if IFL or any of its Subsidiariesrepresentatives, other than directors, officers or agents receive any indications of interest or any Acquisition Proposal, and will communicate to Paligent in reasonable detail the Transactionsterms and conditions of any such indication or Acquisition Proposal as well as the identity of the person or entity making such indication or Acquisition Proposal. Furthermore, IFL agrees that, until such time as this Letter Agreement has terminated in accordance with the provisions of paragraph 11 hereof, neither it nor any of its representatives, officers, directors, agents or affiliates shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer to raise capital for IFL through the issuance of debt securities, capitalized leases, preferred or common interests or units or any similar instruments except in connection with the Acquisition or with the express written consent of Paligent.

Exclusivity. (a) The Company agrees that after shall not, directly or indirectly, through any officer, director, employee, Representative, financial advisor or agent, or any of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the date hereof until initiation of any Acquisition Proposal or inquiries or proposals in connection therewith, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify the earlier approval of the Closing Board of the transactions contemplated hereby in a manner adverse to the Offeror, (iv) approve or recommend any Acquisition Proposal, or (v) enter into any agreement related to any Acquisition Proposal; PROVIDED, HOWEVER, that, subject to compliance with section 9, but notwithstanding the termination preceding part of this Agreement section 8(a) or any other provision of this Agreement, nothing shall prevent the Board from considering, negotiating, approving, recommending to its shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal (x) that the Board determines in good faith, after receiving (i) a written opinion from its financial advisors (a copy of which shall be provided to the Offeror) that the Acquisition Proposal would reasonably be expected to, if consummated in accordance with its terms, it shall notresult in a transaction more favourable to Shareholders from a financial point of view than the transaction contemplated by this Agreement, and (ii) a written opinion of outside counsel (a copy of which shall be provided to the Offeror) to the effect that it shall cause is appropriate that the Board take such action in order to discharge properly its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officersfiduciary duties, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not would reasonably be expected to, directly or indirectly: if consummated in accordance with its terms, result in a transaction more favourable to its Shareholders than the transaction contemplated by this Agreement, and (ay) solicit, initiate, or knowingly facilitate or encourage that is received prior to the submission of Expiry Time (any such Acquisition Proposal being referred to herein as a "Superior Proposal; "). (b) initiateThe Company shall forthwith notify the Offeror, continue at first orally and then in writing, of all current and future Acquisition Proposals of which its directors or otherwise participate in any discussions senior officers are or negotiations regardingbecome aware, or furnish any amendments to any Person any information with respect tothe foregoing, or cooperate in any way or take any other action knowingly request for non-public information relating to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s Company or any Company Subsidiaries’ securities; or (d) enter into any agreement of its subsidiaries in connection with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect for access to the Transactions properties, books or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock records of the Company or any of its Subsidiariessubsidiaries by any Person. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as the Offeror may reasonably request including the identity of the Person making such proposal, inquiry or contact. (c) If the Company receives a request for material non-public information from a Person who proposes a bona fide Acquisition Proposal in respect of the Company (the existence and content of which have been disclosed to the Offeror), and the Board determines that such proposal would be likely to be a Superior Proposal pursuant to section 8(a) having received the advice referred to therein, then, and only in such case, the Board may, subject to the execution by such Person of a non-disclosure agreement, provide such Person with access to information regarding the Company and its subsidiaries; PROVIDED, HOWEVER, that the Person making the Acquisition Proposal shall not be precluded under such non-disclosure agreement from making the Acquisition Proposal, and provided further that the Company sends a copy of any such non-disclosure agreement to the Offeror immediately upon its execution and the Offeror is provided with a list or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided. (d) The Company shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other than advisors or Representatives retained by it are aware of the Transactionsprovisions of this section 8 and, for greater certainty, the Company shall be responsible for any breach of this section 8 by its financial advisors or other advisors or Representatives.

Exclusivity. (a) The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: , through any officer, director, employee, Representative, financial advisor or agent, or any of its subsidiaries, (ai) solicit, initiate, initiate or knowingly facilitate encourage (including by way of furnishing information or encourage entering into any form of agreement, arrangement or understanding) the submission initiation of any Acquisition Proposal; Proposal or inquiries or proposals in connection therewith, (bii) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, regarding any Acquisition Proposal; , (ciii) grant any waiver withdraw or release under any standstill or similar agreement with respect to any class modify the approval of the Company’s Board of the transactions contemplated hereby in a manner adverse to the Purchaser, (iv) approve or recommend any Company Subsidiaries’ securities; Acquisition Proposal, or (dv) enter into any agreement with respect related to any Acquisition Proposal; provided, however, that, subject to compliance with section 9, but notwithstanding the preceding part of this section 8(a) or any other provision of this Agreement, nothing shall prevent the Board from considering, negotiating, approving, recommending to its shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal (x) that prior to delivery of the Written Consent, if the board of directors of the Company Board determines in good faith faith, after receiving (i) a written opinion from its financial advisors (a copy of which shall be provided to the Purchaser) that the Acquisition Proposal would reasonably be expected to, if consummated in accordance with its terms, result in a transaction more favourable to Shareholders from a financial point of view than the transaction contemplated by this Agreement, and (ii) a written opinion of outside counsel (a copy of which shall be provided to the Purchaser) to the effect that it is required by appropriate that the Board take such action in order to discharge properly its fiduciary duties duties, would reasonably be expected to, if consummated in accordance with its terms, result in a transaction more favourable to do soits Shareholders than the transaction contemplated by this Agreement, and (y) that is received prior to the board Expiry Time (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). (b) The Company shall forthwith notify the Purchaser, at first orally and then in writing, of all current and future Acquisition Proposals of which its directors may respond or senior officers are or become aware, or any amendments to the foregoing, or any Person making request for non-public information relating to the Company or any of its subsidiaries in connection with an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect for access to the Transactions properties, books or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock records of the Company or any of its Subsidiariessubsidiaries by any Person. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as the Purchaser may reasonably request including the identity of the Person making such proposal, inquiry or contact. (c) If the Company receives a request for material non-public information from a Person who proposes a bona fide Acquisition Proposal in respect of the Company (the existence and content of which have been disclosed to the Purchaser), and the Board determines that such proposal would be likely to be a Superior Proposal pursuant to section 8(a) having received the advice referred to therein, then, and only in such case, the Board may, subject to the execution by such Person of a non-disclosure agreement, provide such Person with access to information regarding the Company and its subsidiaries; provided, however, that the Person making the Acquisition Proposal shall not be precluded under such non-disclosure agreement from making the Acquisition Proposal, and provided further that the Company sends a copy of any such non-disclosure agreement to the Purchaser immediately upon its execution and the Purchaser is provided with a list or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided. (d) The Company shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other than advisors or Representatives retained by it are aware of the Transactionsprovisions of this section 8 and, for greater certainty, the Company shall be responsible for any breach of this section 8 by its financial advisors or other advisors or Representatives.

Exclusivity. The Company agrees that after the date hereof until the earlier of Until the Closing occurs or the termination of this Agreement is terminated in accordance with its terms, it shall notand except in connection with the transactions contemplated by the S▇▇▇▇▇ Merger Agreement and the Transactions contemplated hereby, Seller will not (and it Seller shall cause its Subsidiaries and controlled Affiliates and shall use its reasonable best efforts to cause all of their respective officersRepresentatives to not), directorssolicit, managersinitiate, employeesnegotiate, investment bankersagree to, attorneysengage in or renew any contact concerning any proposal or offer, accountantsor any contact that would reasonably be expected to result in a proposal or offer, agents, advisors, representatives from any Person (other than the Acquirors and controlled Affiliates their respective Affiliates) relating to any of the Company and its Subsidiaries not to, directly or indirectlyfollowing involving the Acquired Companies: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) an acquisition or purchase of any of the material assets (or any material portion of its assets) of, or any equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or business combination outside the ordinary course of business, or (e) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that is similar in any respect would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, contemplated by this Agreement or the majority of the capital stock of the Company or S▇▇▇▇▇ Merger Agreement (each, an “Acquisition Proposal”). Seller represents and warrants that all discussions and negotiations relating to any of its Subsidiaries, Acquisition Proposal (other than the Transactionstransactions with the Acquirors contemplated by this Agreement) have been terminated. In the event Seller or the Target receives any unsolicited Acquisition Proposal, Seller shall promptly, and in any event, within forty-eight (48) hours, provide written notice and a copy of such Acquisition Proposal to the Acquirors.

Exclusivity. The Company agrees that (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsAgreement, it Company shall not, and it shall cause its Subsidiaries each Subsidiary and Affiliates and shall use its reasonable best efforts to cause all each of their respective officers, directors, managersofficers, employees, investment bankers, attorneys, accountants, agents, financial advisors, representatives and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: , (ai) solicit, initiate, engage or knowingly facilitate participate in or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions discussion or negotiations regardingwith any Person or entity (other than Purchaser) concerning any merger, consolidation, sale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of reorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, “Alternative Transaction”), or furnish (ii) provide any non-public information concerning the business, properties or assets of Company or any Subsidiary to any Person any information with respect or entity (other than to Purchaser). Company shall, and shall cause each of its Subsidiaries to, or cooperate in immediately cease any way or take and all existing activities, discussions and negotiations with any Person other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement than Purchaser with respect to any class Alternative Transaction and the Company shall, and shall cause its Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately notify Purchaser of, and shall disclose to Purchaser all details of, any inquiries, discussions or negotiations described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the “Exclusivity Provisions.” (b) Notwithstanding the provisions of subsection (a) above, prior to entry of the Company’s Confirmation Orders, the Debtors may, to the extent required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the “Bankruptcy- Related Requirements”), or to the extent that the board of directors of Company Subsidiaries’ securities; determines, in good faith after consultation with outside legal counsel, that such board’s fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (dc) enter into any agreement with respect below, furnish information to any Acquisition Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to be consummated (a “Superior Proposal”). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or requesting authorization of such Superior Proposal from the Bankruptcy Court, if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that prior to delivery Company shall not terminate this Agreement until at least five (5) Business Days after Purchaser’s receipt of a copy of such Superior Proposal. (c) Debtors shall, within one (1) Business Day of the Written Consentoccurrence thereof, if the board of directors notify Purchaser orally and in writing of the receipt of a Superior Proposal. Such notice to Purchaser shall indicate in reasonable detail the identity of the potential acquirer and the material terms and conditions of such Superior Proposal, to the extent known. (d) Notwithstanding anything to the contrary in this Section 6.10, Company determines in good faith that it is required by shall not, and shall cause each of its fiduciary duties Subsidiaries not to, provide any non-public information to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such a third party simultaneously with delivery to any such party. The unless: (i) Company and its Subsidiaries shall promptlyprovide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser. (e) Notwithstanding anything to the contrary in this Section 6.10, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes be permitted to continue the solicitation of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication expressions of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsinternational operations.

Exclusivity. The Company Seller agrees that after between the date hereof until Effective Date and the earlier of the Closing or and the termination of this Agreement in accordance with its termsAgreement, it Seller shall not, and it shall cause take all action reasonably necessary to ensure that none of the Company, any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all or any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not toor Representatives shall, directly or indirectly: : (a) solicit, initiate, consider, knowingly encourage, enter into or knowingly facilitate approve any proposals or encourage the submission of offers from any Acquisition Proposal; Person (bi) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish relating solely to any Person any information with respect to, direct acquisition or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making purchase of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s all or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority portion of the capital stock or other equity or ownership interest of the Company or any of its Subsidiaries or substantially all of the assets of the Company or any of its Subsidiaries, other than Inventory to be sold in the Transactionsordinary course of business consistent with past practice, (ii) to enter into any merger, consolidation or other business combination relating solely to the Company or any of its Subsidiaries or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction relating solely to the Company or any of its Subsidiaries (any such proposals or offers described in clause (i)-(iii) above, an “Acquisition Proposal”); or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise participate in, knowingly facilitate or knowingly take any other action which would reasonably be expected to lead to, the making, submission or announcement of, any Acquisition Proposal. Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Acquisition Proposal. Seller shall notify Purchasers promptly, but in any event within 24 hours, orally and in writing of the receipt of any Acquisition Proposal. Any such notice to Purchasers shall indicate in reasonable detail the material terms and conditions of such Acquisition Proposal; provided, that such disclosure does not violate the terms of any Contracts or applicable Law. Notwithstanding anything to the contrary set forth in this Agreement, nothing herein shall prohibit, restrict or otherwise limit (i) the Transactions contemplated herein, (ii) any purchase, sale or other transactions involving the publicly traded securities of Seller, (iii) Seller from participating in discussions or negotiations with any Person making a proposal to acquire any assets of, or equity in, Seller or any of its Affiliates other than the Company and its Subsidiaries (a “Seller Proposal”), (iv) Seller or any of its Affiliates other than the Company and its Subsidiaries from providing access to its properties, books and records and furnish information (including by providing access to a data room, whether virtual or actual) to the Person making a Seller Proposal (and to such Person’s Representatives), (v) Seller and Seller’s Representatives from participating in discussions or negotiations with respect to a Seller Proposal, (vi) Seller or Seller’s Representatives from disclosing the existence of this Section 4.06 to any Person who makes an unsolicited acquisition proposal for Seller, the Company or any of their respective Affiliates, Subsidiaries or Representatives, or (vii) advising any Person that a prospective purchaser has been granted exclusivity with respect to an acquisition of the Company.

Exclusivity. The Company agrees that after (a) During the date hereof until the earlier of the Pre-Closing or the termination of this Agreement in accordance with its termsPeriod, it shall notwithout Purchaser’s prior written consent, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of neither the Company and its Subsidiaries not tonor any Company Subsidiary shall, unless required under applicable Law, directly or indirectly: , take (aand the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal; , (bii) initiateenter into any agreement with respect to any Acquisition Proposal or enter into any agreement, continue arrangement or otherwise understanding requiring it to abandon, terminate or fail to consummate the issuance of the Purchased Shares or any other transaction contemplated by this Agreement or the other Transaction Documents or (iii) participate in any way in discussions or negotiations regardingwith, or furnish to any information to, any Person any information with respect toin connection with, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; (c) grant . Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any waiver or release under any standstill or similar agreement with respect Company Subsidiary and, to any class of the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiaries’ securities; Subsidiary, do not take or (d) enter into do any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if actions referenced in the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the immediately foregoing sentence. Upon execution of this Agreement and will not during the Pre-Closing Period, unless the Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be bound terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) During the Pre-Closing Period, and as permitted by applicable Law, the restrictions set forth aboveCompany shall, as promptly as practicable (and in which caseno event later than one business day after receipt thereof), Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving advise the Purchaser of any Acquisition Proposal from a third party, advise Parent orally or any inquiry received by it relating to any potential Acquisition Proposal and in writing thereof, including the identity of such party and the material terms of any proposal or inquiry, including, but not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any such offerAcquisition Proposal or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to the Purchaser a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and the Company shall keep Parent fully the Purchaser informed on a reasonably prompt basis with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means to any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any developments with respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsforegoing.

Exclusivity. The Company agrees that after the date hereof until the earlier (a) Subject to Section 5.6(c), Seller shall immediately cease and desist and discontinue and cause to be terminated any and all existing activities with respect to any of the Closing or the termination of this Agreement in accordance with its terms, it following and shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: indirectly (a) through any officer, director, former director, affiliate, employee, attorney, accountant, financial advisor, subsidiary, independent representative or independent agent or any other advisor or representative of Seller), solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate (including by way of furnishing information or encourage engaging in discussions or negotiations) any inquiries inquiries, proposals or the making of any proposal offers that constitutesconstitute, or could reasonably be expected to lead toto or relate to an acquisition proposal by another party. (b) Seller shall notify Buyer promptly of any unsolicited inquiries or proposals received by, any Acquisition such information requested from, or any such discussions or negotiations sought to be initiated or continued with, Seller or any of Seller’s representatives indicating, in connection with such notice, the name of such person, and the material terms and conditions of any inquiries, proposals or offers (a “Proposal; ”). Seller’s notice of a Proposal will be in writing and delivered to Buyer in accordance with Section 9.14 of this Agreement (a “Proposal Notice”). (c) grant any waiver or release under any standstill or similar agreement For a period of not less than four business days after Seller’s receipt of each Proposal Notice, Seller shall, if requested by Buyer, negotiate in good faith with respect Buyer to amend this Agreement so that the subject Proposal would not, if consummated, result in a transaction that is more favorable to the Seller, from a financial point of view, than the transactions contemplated by this Agreement (a “Former Proposal”). Upon such amendment of this Agreement, the terms and conditions of this Section 5.6 shall again apply to any class of the Company’s inquiry or proposal made by any Company Subsidiaries’ securities; Person who withdraws a Proposal or who made a Former Proposal (after withdrawal or after such time as their proposal is a Former Proposal). (d) enter into any agreement In response to the receipt of a Proposal that has not been withdrawn after Seller’s compliance with respect to any Acquisition Proposal; providedSections 5.6(b) and 5.6(c), however, that prior to delivery the board of the Written Consent, directors of Seller may terminate this Agreement if the board of directors of the Company determines Seller has concluded in good faith that it faith, following consultation with its outside legal counsel, that, in light of such Proposal, such action is required by necessary in order to comply with its fiduciary duties to do so, obligations under applicable law and Seller pays the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions termination fee set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions8.2.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicitEach party hereby acknowledges and agrees that it shall not be the exclusive provider of the Services contemplated hereunder to the other, initiate"Associations" (as defined below) or Credit Unions. Each party shall be free to market, provide and sell, and to contract and otherwise arrange to market, provide, and sell its services to third parties; and, accordingly Cavion may contract with or knowingly facilitate otherwise engage another business providing e-commerce marketplaces to the Credit Unions concurrently with the term of this agreement, and BATNET shall be free to market BAM or encourage other e-commerce services to others, including, without limitations, other Credit Unions. Notwithstanding the submission foregoing, nothing in this paragraph shall be construed as to allow either party hereto to contract directly with either party's business "Associations." For purposes of any Acquisition Proposal; this paragraph Associations shall mean, in the case of BATNET, Associations as set forth on Exhibit E, and in the case of Cavion and Credit Unions as set forth on Exhibit F and Exhibit G. Furthermore, BATNET and Cavion hereby acknowledge that both parties hereto have a business understanding that neither party shall actively seek or engage third parties providing the same or similar services as either party to this agreement, during the initial term and subsequent renewal term under this agreement. (b) initiateDuring the Initial Term, continue or otherwise participate in any discussions or negotiations regardingRenewal Period, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making Cavion shall notify BATNET of any offer, proposal or solicitation to Cavion by any entity wishing to provide Services to Cavion similar to that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release provided by BATNET under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement ("a BATNET Competing Entity"), and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity notify BATNET of such party and offer, proposal or solicitation to allow BATNET to match the material terms of same. BATNET shall have an absolute right to match any such offer, proposal or solicitation (the "Match Contract Terms") and Cavion shall execute an agreement with BATNET to provide services pursuant to the Company Match Contract Terms. If BATNET executes and performs its obligations under the agreement for the Match Contract Terms, Cavion may not enter into an agreement with the BATNET Competing Entity. (c) During the Initial Term and any Renewal Period, BATNET shall keep Parent fully informed notify Cavion of any offer, proposal or solicitation to BATNET by any entity wishing to obtain services from BATNET similar to that provided to Cavion under this Agreement (a "Cavion Competing Entity"), and shall notify Cavion of such offer, proposal or solicitation to allow Cavion to match the same. Cavion shall have an absolute right to match any such offer, proposal or solicitation (the "Match Contract Terms") and BATNET shall execute an agreement with respect theretoBATNET to provide services pursuant to the Match Contract Terms. For purposes If Cavion executes and performs its obligations under the agreement for the Match Contract Terms, BATNET may not enter into an agreement with the Cavion Competing Entity. (d) BATNET acknowledges that CAVION has relationships with certain third-party merchants ("Cavion Merchants") that provide services or products related to financial services or Internet access or generate consumer loans, including but not limited to credit unions, credit union leagues, credit union associations, corporate credit unions, internet service providers, auto brokers and buying, services, credit bureaus, mortgage brokers, other mortgage issuers, insurance companies, stock brokerage and investment companies. Any such compensation arrangement with Cavion Merchants is not considered part of this Section 7.10Agreement. Examples of such relationships are described more fully and attached hereto as Exhibit G. (e) Cavion, “Acquisition Proposal” means any inquiryby entering into this Agreement with BATNET, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect will use reasonable commercial efforts to endorse and recommend the BAM services to the Transactions credit unions. Nevertheless, and notwithstanding the foregoing, both Parties to this Agreement expressly acknowledge, understand and accept that each credit union connected to Cavion's Network must agree to permit BATNET to serve its members through Cavion's Network. Any decision by any credit union not to permit BATNET to provide any services to its members shall be deemed to be outside the control of either BATNET or that otherwise involves Cavion and shall not operate to the detriment of either BATNET or Cavion under any purchase term or provision of the businessthis Agreement, at least 51% each of the assets of the Company which shall remain in full force and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionseffect and shall be enforceable by either Party hereto.

Exclusivity. The Company agrees that after (a) From the date hereof until the earlier Closing Date or the date this Agreement is terminated and the transactions provided for in this Agreement are abandoned as contemplated by Article VII, except as permitted by Section 6.05, neither Seller nor Cardkey, nor their respective directors, officers, or employees, will directly or indirectly, solicit, or encourage any proposal or offer from any third party relating to the purchase of the Closing Shares or assets of Cardkey or any similar transaction (a "Competing Transaction"), or enter into discussions with, or furnish any information concerning Cardkey to, any such third party in connection therewith. In addition, except as permitted by Section 6.05, neither Buyer nor Seller, nor their respective directors, officers, or employees, will discuss the termination terms of this Agreement in accordance with any third party (other than to its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, financial advisors, representatives attorneys and controlled Affiliates accountants) without the written consent of the Company other party hereto. Subject to the provisions of clause (b) below and its Subsidiaries so long as Seller has not to, directly or indirectly: breached the preceding provisions of this clause (a) solicitor Section 6.05, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; this clause (ba) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making shall not preclude Seller from accepting an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, for a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or Competing Transaction with a purchase price and other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiariesmaterial economic terms, taken as a whole, that are more favorable to Seller than the Purchase Price and other material economic terms of this Agreement, taken as a whole. (b) If Seller receives an offer or proposal for a Competing Transaction from a third party with a purchase price and other material economic terms that are more favorable on the majority whole to Seller than the Purchase Price and other material economic terms set forth herein and Seller is considering accepting such offer or proposal, Seller will promptly provide Buyer with a copy of such offer or proposal. Upon receipt of such offer or proposal, Buyer has a right of first refusal, which must be exercised within three (3) business days of receiving the offer or proposal, to match the terms and conditions of the capital stock Competing Transaction. If Buyer does not match the offer or proposal within the aforesaid period, then upon written notice from Seller, this Agreement shall terminate and be of no force or effect; provided, however, if Seller has violated the provisions of clause (a) above in any material respect and such violation results in Seller receiving an offer or proposal for a Competing Transaction, Buyer may compel Seller to reject the competing offer or proposal and proceed with the acquisition of the Company or any of its Subsidiaries, other than Shares pursuant to the Transactionsterms and conditions set forth herein.

Exclusivity. The Company agrees that after (a) During the date hereof until the earlier of the Pre-Closing or the termination of this Agreement in accordance with its termsPeriod, it shall Parent and Seller will not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of nor will Parent nor Seller authorize or permit the Company and or any of its Subsidiaries not Affiliates or Representatives to, directly or indirectly: , (ai) solicit, initiate, seek, or knowingly facilitate entertain, encourage, facilitate, support or encourage induce the making, 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; , (bii) initiateenter into, participate in, maintain or continue or otherwise participate in any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or furnish deliver or make available to any Person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate regarding, any inquiry, expression of interest, proposal or encourage any inquiries or the making of any proposal offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal or (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; . Parent and Seller will immediately cease and cause to be terminated any and all existing activities, (cb) grant any waiver or release under any standstill or similar agreement with respect to any class Without limiting the effectiveness of the Company’s or any Company Subsidiaries’ securities; or (dSection 4.8(a) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which caseParent and/or Seller shall, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptlywithin 24 hours, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent notify Purchaser orally and in writing thereofafter receipt by the Company, including Parent or Seller or, to Seller’s Knowledge, any of their Affiliates (or, to Seller’s Knowledge, by any of its respective Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (iii) any other notice that any Person is considering making an Acquisition Proposal. Such notice shall describe (1) the terms and conditions of such Acquisition Proposal, and (2) the identity of the Person or group (as such party term’s meaning set forth in Section 13(D) of the Securities Exchange Act of 1934, as amended, the rules and the material terms of regulations thereunder and related case law) making any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions.

Exclusivity. The Company agrees that after During the period from the date hereof until of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, it the Company shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company (including for this purpose commonly Controlled Affiliates and its Subsidiaries Subsidiaries) not to, directly or indirectly: , (a) solicit, initiate, seek, encourage or knowingly facilitate support any inquiry, proposal or encourage the submission of offer from, furnish any Acquisition Proposal; (b) initiateinformation to, continue or otherwise participate in any discussions or negotiations regardingwith, any corporation, partnership, person or other entity or group (other than Parent and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into, continue with or participate in any discussions or negotiations with, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Person (other than Parent and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal; Proposal or (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; provided, however, that prior to delivery of . During the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after period from the date of this Agreement that was not solicited after through the execution earlier of the Closing or the termination of this Agreement and will not be bound in accordance with its terms, upon receipt by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiariescommonly Controlled Affiliates of any offer, proposal, indication of interest, request or inquiry that could reasonably be expected to lead to an Acquisition Proposal, the Company shall within one (1) Business Day (i) notify Parent of its receipt of such Acquisition Proposal and (ii) communicate to Parent in reasonable detail the terms of any such Acquisition Proposal (including providing Parent with a written statement with respect to any non-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise Parent of any material modification or proposed modification to such Acquisition Proposal and any other than information necessary to keep Parent informed in all material respects regarding the Transactionsstatus and details of such Acquisition Proposal.

Exclusivity. The In consideration of and to induce the significant commitment of effort and expense that CoreRx expects to incur in connection with the Transaction, the Company hereby agrees that after the date hereof until the earlier of (a) 11:59 p.m. Eastern Standard Time on the Closing or date that is 30 days following the termination date on which the Company executes this letter (the “Initial Exclusivity Period Termination Date”), and (b) the execution of this Agreement a final and written definitive agreement with respect to the Transaction (such period, as it may be extended in accordance with its termsthis paragraph, it the “Exclusivity Period”), the Company shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives (as defined below) not to, directly or indirectly: indirectly (a1) initiate contact with, solicit, initiateencourage or disclose, directly or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiateindirectly, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect concerning the Company or its business to, (2) afford any access to the Company’s personnel, offices, facilities, properties, assets, books or records to, or cooperate in (3) enter into or continue any way discussion, negotiation or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead toagreement with, any Acquisition Proposalperson or entity (other than CoreRx), in each case, in connection with a potential acquisition of all or any portion of the equity, assets or business of the Company, whether directly or indirectly, by operation of law or otherwise (each, a “Competing Transaction”); provided, that if on the Initial Exclusivity Period Termination Date CoreRx (cA) grant confirms to the Company in writing that it does not intend to propose any waiver adverse change to the financial or release under any standstill or similar other material terms set forth in the confidential, non-binding indication of interest delivered by CoreRx to the Company on January 19, 2024 including, without limitation, the proposed per-share offer price of $1.10 per share (the “Offer”) and (B) is continuing to work in good faith towards the negotiation and execution of a definitive agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do soTransaction, the board of directors may respond to any Person making Exclusivity Period shall be automatically extended for an Acquisition Proposal after additional 10 days (the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto“Extended Exclusivity Termination Date”). For purposes of this Section 7.10letter, “Acquisition ProposalRepresentatives” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company means the Company’s affiliates and the Company’s and its Subsidiariesaffiliates respective directors, managers, officers, employees, representatives, agents and advisors (including, without limitation, attorneys and accountants). The Company hereby agrees that any action taken as by one or more of its Representatives that would constitute a whole, or the majority breach of the capital stock of this letter if taken by the Company will constitute a breach of this letter by the Company. The Company shall and shall cause its Representatives to as promptly as practicable (and in no event more than 24 hours following the Company’s execution of this Agreement) cease and cause to be terminated any existing discussions or negotiations with any of its Subsidiaries, persons or entities (other than CoreRx and its representatives) conducted on or prior to the Transactionsdate hereof with respect to any Competing Transaction.

Exclusivity. The Company agrees that From and after the date hereof of this Agreement until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with pursuant to its terms, it TTS and Shareholder shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, TTS’s directors, managersofficers, employees, investment bankers, attorneys, accountants, agents, financial advisors, representatives agents and controlled Affiliates of the Company and its Subsidiaries affiliates not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate solicit or encourage the submission of any Acquisition ProposalProposal (as defined below) by any person, entity, or group (other than Purchaser and its affiliates, agents and representatives); or (b) initiate, continue or otherwise participate in any discussions or negotiations regardingwith, or furnish to any Person disclose any information with respect concerning TTS or its business to, or cooperate in any way afford access to the properties, books or take any other action knowingly to facilitate or encourage any inquiries or the making records of any proposal that constitutesTTS, or could be expected to lead tootherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group in connection with any Acquisition Proposal. For purposes of this Agreement, an “Acquisition Proposal” means any proposal or offer relating to: (i) any merger, consolidation, sale or license of all, a portion of, or substantially all of the assets or stock of TTS (other than sales or licenses of assets or inventory in the Ordinary Course of Business or as permitted by this Agreement); or (cii) grant investments in or sales by TTS or Shareholder of any waiver capital stock or release under other securities of TTS or any standstill Subsidiary. TTS and Shareholder shall immediately cease any and all existing activities, discussions or similar agreement negotiations with any parties conducted heretofore with respect to any class of the Company’s foregoing. TTS and Shareholder shall promptly (A) notify Purchaser if TTS or Shareholder receives any Company Subsidiaries’ securities; proposal or (d) enter into any agreement written inquiry or written request for information in connection with respect to any an Acquisition Proposal or potential Acquisition Proposal; provided, however, that prior to delivery and (B) notify Purchaser of the Written Consentsignificant terms and conditions of any such Acquisition Proposal, if including the board of directors identity of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person party making an Acquisition Proposal Proposal. In addition, from and after the date of this Agreement that was not solicited after until the execution earlier to occur of the Closing Date or termination of this Agreement pursuant to its terms, TTS shall not, and will shall cause its directors, officers, employees, shareholders, financial advisors, agents and affiliates not be bound by the restrictions set forth aboveto, directly or indirectly, make or authorize any public statement, recommendation or solicitation in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving support of any Acquisition Proposal from a third partymade by any person, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer entity or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, group (other than the TransactionsPurchaser).

Exclusivity. The Company agrees that after the date hereof until the earlier of (a) Until the Closing Date or the earlier termination of this Agreement pursuant to Section 12, neither Sellers nor the Company, except in accordance connection with the operation of the Projects in the ordinary course of business (including in satisfaction of any contractual obligations), shall, nor shall any of them permit its termsrespective Affiliates, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not agents to, directly or indirectly: (a) , encourage, solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any initiate discussions or negotiations regardingwith, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; Person or group of Persons (cother than Buyer or any of its Affiliates) grant in furtherance of, or any waiver or release under any standstill or similar agreement with respect to any class proposal for the acquisition (whether by purchase of the Company’s Equity Interests or any Company Subsidiaries’ securities; or (dAssets) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do soor the Projects, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving the Company or the Projects or any other transaction or series of transactions that is similar would result in any person or business entity other than Buyer or its Affiliates acquiring control of the Company, the Assets and/or the Projects (an “Alternate Transaction”). Without limiting the obligations under the preceding sentence, in the event that (1) Sellers receive a proposal for an Alternate Transaction, then Sellers shall (i) promptly (but in no event in less than twenty four hours) notify Buyer in writing of such Alternate Transaction, (ii) include in such notification the terms of any such proposal or offer that it may receive with respect thereto (and provide Buyer with a copy thereof in writing), including the identity of the soliciting party, and (iii) keep Buyer informed with respect to the Transactions or that otherwise involves any purchase status of the businessforegoing, at least 51% and (2) RRP as the managing shareholder of Ridgewood Electric Power Trust IV and Ridgewood Electric Power Trust V determines that the assets Alternate Transaction of which Buyer was previously notified constitutes or is reasonably likely to lead to a Superior Proposal, then Sellers shall promptly (but in no event in less than twenty four hours) notify Buyer in writing of such determination. Neither Sellers nor the Company and shall, after the date of this Agreement, enter into any confidentiality agreement that would prohibit it from providing such information to Buyer. (b) Sellers shall use Commercially Reasonable Efforts to require any Third Party (or its Subsidiariesagents, taken as a wholeemployees or advisors), or the majority in possession of the capital stock of Proprietary Information about Sellers, the Company or the Projects that was furnished by or on behalf of Sellers or the Company, to return or destroy all such information in accordance with the applicable confidentiality agreements to which such Third Parties are a party. (c) Notwithstanding the foregoing provisions of paragraph 6.10(a), Sellers and RRP may, subject to Sellers’ compliance with Section 6.10(a) above and prior to obtaining the shareholder approval of Ridgewood Electric Power Trust IV and Ridgewood Electric Power Trust V, engage in negotiations or discussions regarding an Alternate Transaction with any third party that has made an unsolicited bona fide written proposal for an Alternate Transaction, which RRP as the managing shareholder of Ridgewood Electric Power Trust IV and Ridgewood Electric Power Trust V, has determined in good faith (after consultation with its Subsidiariesoutside legal counsel and financial advisors) constitutes or is reasonably likely to lead to a Superior Proposal. For purposes of clarification, other than the Transactionsissuance by RM of the Confidential Information Memorandum dated February 28, 2008 and any discussions and negotiations with recipients thereof and bidders in response to such memorandum through June 2, 2008 do not constitute a solicitation hereunder by Sellers. (d) In the event Sellers provide notice to Buyer regarding a proposed Superior Proposal pursuant to Section 6.10(a) above, Buyer shall have a right exercisable by written notice to Sellers within a period of ten (10) days following Sellers’ notice to match all of the terms of any such proposal (a “Matching Proposal”). In the event that Buyer makes a binding Matching Proposal to Sellers, Sellers shall negotiate in good faith with Buyer to amend this Agreement to reflect such Matching Proposal. If the Agreement is not amended and executed and delivered by Sellers and Buyer within five (5) Business Days of the date on which Buyer gave notice of the Matching Proposal, then Sellers may reject such Matching Proposal and proceed with the negotiation and consummation of the Superior Proposal.

Exclusivity. The Company agrees that after During the period from the date hereof until of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, it the Company shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company (including for this purpose commonly Controlled Affiliates and its Subsidiaries Subsidiaries) not to, directly or indirectly: , (a) solicit, initiate, seek, encourage or knowingly facilitate support any inquiry, proposal or encourage the submission of offer from, furnish any Acquisition Proposal; (b) initiateinformation to, continue or otherwise participate in any discussions or negotiations regardingwith, any corporation, partnership, person or other entity or group (other than SPAC and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into, continue with or participate in any discussions or negotiations with, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Person (other than SPAC and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal; Proposal or (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; provided, however, that prior to delivery of . During the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after period from the date of this Agreement that was not solicited after through the execution earlier of the Closing or the termination of this Agreement and will not be bound in accordance with its terms, upon receipt by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiariescommonly Controlled Affiliates of any offer, proposal, indication of interest, request or inquiry that could reasonably be expected to lead to an Acquisition Proposal, the Company shall within one (1) Business Day (i) notify SPAC in writing of its receipt of such Acquisition Proposal and (ii) communicate to SPAC in writing in reasonable detail the terms of any such Acquisition Proposal (including providing SPAC with a written statement with respect to any non-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise SPAC in writing of any material modification or proposed modification to such Acquisition Proposal and any other than information necessary to keep SPAC informed in all material respects regarding the Transactionsstatus and details of such Acquisition Proposal.

Exclusivity. For purposes of this Agreement, the term "Takeover Proposal" shall mean any proposal for a merger or other business combination involving the Company or any Subsidiary, or for the acquisition of a substantial equity interest in the Company or any Subsidiary, a substantial portion of the assets of the Company or any Subsidiary or a product line or line of business of the Company or any Subsidiary, other than as contemplated by this Agreement. The Company agrees that after the date hereof until the earlier shall promptly advise Purchaser orally and in writing of any "Takeover Proposal" or of any proposal, or inquiry reasonably likely to result in a Takeover Proposal. Each member of the Closing or the termination of this Agreement in accordance with its terms, it Company Group shall not, and it shall cause directly or indirectly, whether through its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountantsStockholders, agents, advisorsrepresentatives, representatives and controlled Affiliates of the Company and its Subsidiaries not or otherwise, engage in any discussions or negotiations with, or provide any non-public information to, directly any person or indirectly: (a) solicitentity making, initiateproposing to make or believed to be contemplating a Takeover Proposal to the Company; provided, or knowingly facilitate or encourage however, that the submission of any Acquisition Proposal; (b) initiateCompany, continue or otherwise its Subsidiaries, and their directors and officers will remain free to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, assist or cooperate participate in, or facilitate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead tomanner, any Acquisition Proposal; (c) grant effort or attempt by any waiver third party to do or release under seek any standstill or similar agreement with respect of the foregoing to any class the extent required by the fiduciary obligations of the Board of Directors of the Company’s or , as determined in good faith by a majority of the members thereof following the receipt of advice of outside legal counsel. In the event that any such activities result in a Takeover Proposal which the Board of Directors of the Company Subsidiaries’ securities; or reasonably concludes is superior to the transaction contemplated by this Agreement (d) enter into "Superior Proposal"), nothing contained in this Agreement will prevent the Board of Directors of the Company from recommending such Superior Proposal to the Company's Stockholders, and from withdrawing any agreement recommendation of this Agreement and the transactions contemplated hereby. In the event that the Merger contemplated by this Agreement is not consummated because of a Superior Proposal, and the transaction contemplated by the Superior Proposal is not consummated, the Board of Directors of the Company agrees to negotiate in good faith with respect to any Acquisition Proposalthe Purchaser with a view toward consummating a transaction with the Purchaser as contemplated by this Agreement; provided, however, that prior to delivery of the Written Consent, obligation created by this sentence shall not apply if the board of directors of Company has paid Purchaser the Company determines termination fee provided for in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactions9.3.

Exclusivity. The Company Borrower hereby agrees that after unless it has obtained the date hereof until the earlier prior written consent of the Lender (which may be granted or refused in the Lender’s sole discretion) to do otherwise, from the Closing or Date through and including the termination of this Agreement in accordance with its termsFacility Maturity Date, it shall will not, and it shall will cause EEF and any of its Subsidiaries and or EEF’s Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly assign, transfer, pledge, convey, sell or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission otherwise dispose of any Acquisition Proposal; (b) initiatePrePrime Receivable, continue or otherwise participate in any discussions or negotiations regarding, or furnish except pursuant to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution terms and provisions of this Agreement and will the other Transaction Documents; provided, that the provisions of this Section 9.12 shall not be bound apply to (i) PrePrime Receivables the inclusion of which as Pledged Receivables hereunder, constitutes or would constitute part of the Overconcentration Amount, and (ii) PrePrime Receivables (other than Pledged Receivables) at a time when the Loans Outstanding hereunder are equal to the Borrowing Limit (provided, that the Borrower shall have first made a request for an increase in the Facility Limit (without other changes to this Agreement) and such request has been refused by the restrictions set forth aboveLender (with non-acceptance within 45 calendar days of such request deemed for this purpose to constitute a refusal)), and (iii) PrePrime Receivables that constituted Pledged Receivables at the time they were subjected to a Take-Out Securitization and related repayment of Loans in which case, Parent will accordance with Section 2.20 and continue to be entitled to receive any information provided subject to such Take-Out Securitization, or that were sold to an unaffiliated third party simultaneously as contemplated in Section 2.20, and (iv) up to a maximum of 25% (or such other percentage as may be determined in accordance with delivery to any such party. The Company and its Subsidiaries shall promptly, but the following sentence) of PrePrime Receivables originated in any case given calendar quarter that would otherwise qualify as Eligible Receivables. In the event that the Borrower has both (A) equaled or exceeded at any point in time a principal balance of Loans outstanding of $50,000,000, and (B) requested an increase in the Borrowing Limit to an amount at least equal to $200,000,000 (without other changes to this Agreement), and such request for increase shall have been refused by the Lender (with non-acceptance within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity 45 calendar days of such party request deemed for this purpose to constitute a refusal), then the 25% referred to above in this clause (iv) shall instead be the lesser of (x) 50%, and (y) the material terms percentage equivalent of any such offera fraction, the numerator of which is the sum of all undrawn funding commitments plus all outstanding principal amounts of financings secured by or representing an interest in all PrePrime Receivables other than Pledged Receivables, and the Company shall keep Parent fully informed with respect theretodenominator of which is the sum of all undrawn funding commitments plus all outstanding principal amounts of financings secured by or representing an interest in all PrePrime Receivables (including Pledged Receivables), and (v) newly originated PrePrime Receivables that would be Eligible Receivables otherwise financeable hereunder, but for the existence of an Early Amortization Event due to the occurrence of a Replacement Trigger Date as described in clause (iv) of the definition thereof, that has not been remedied as described in such clause (iv). For purposes of this Section 7.10In addition, “Acquisition Proposal” means any inquiry, offer or proposal forthere is to be no adverse selection in determining which PrePrime Receivables become Pledged Receivables, or indication of interest in, are financed with another financing facility. It is understood that EEF is making a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar corresponding undertaking in any respect to the Transactions or that otherwise involves any purchase favor of the business, at least 51% of Borrower under the assets of the Company Transfer and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the TransactionsContribution Agreement (PrePrime).

Exclusivity. The Company agrees that after the date hereof until (a) Until the earlier of (i) the Closing or (ii) the date of termination of this Agreement in accordance with its termspursuant to the provisions of Article X (the "Exclusivity Period"), it each of Sellers shall not, and it shall cause not authorize or permit any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directorsdirectors or employees or any investment banker, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates attorney or other advisor or representative retained by any of the Company and its Subsidiaries not to, them to directly or indirectly: , (ai) solicit, initiate, encourage or knowingly facilitate induce the making, submission or encourage the submission announcement of any Acquisition Proposal; , (bii) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person or entity any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, constitutes or could may reasonably be expected to lead to, any Acquisition Proposal; , (ciii) grant engage in discussions with any waiver person or release under any standstill or similar agreement entity with respect to any class of the Company’s or any Company Subsidiaries’ securities; Acquisition Proposal, or (div) enter into any letter of intent or any agreement with respect relating to any Acquisition Proposal; provided, however, that at any time prior to delivery of obtaining the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do soPLM Stockholder Approval, the board Board of directors Directors of PLM, in response to a Superior Proposal, may respond authorize Sellers to any Person making an (x) furnish non-public information with respect to Sellers to the person or entity which made such Acquisition Proposal after pursuant to a customary written confidentiality agreement, and (y) participate in negotiations and discussions regarding such Acquisition Proposal. PLM will immediately cease and cause to be terminated any existing activities, discussions and negotiations conducted prior to the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled hereof with respect to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a with any third party. PLM shall provide Buyer with (i) at least 48 hours prior notice of any meeting of the Board of Directors of PLM at which they are reasonably expected to consider an Acquisition Proposal, advise Parent orally and in writing (ii) five business days prior written notice of a meeting of the Board of Directors, or any committee thereof, including at which they are reasonably expected to withdraw, amend or modify their unanimous recommendation to vote in favor of PLM Stockholder Approval or to make the determination to recommend instead a Superior Proposal. (b) During the Exclusivity Period, each of the Sellers also agree to: notify Buyer immediately upon receiving any inquiry from any person or entity relating to any Acquisition Proposal; and disclose the identity of such party any person or entity, making a bona fide offer relating to an Acquisition Proposal, the terms and the material terms conditions of any such offer, and the Company shall keep Parent Buyer fully informed with respect theretoon a current basis of the status and details of any Acquisition Proposal. (c) Each of the Sellers acknowledges that this Section 5.12 was a significant inducement for Buyer to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the Purchase Price or (ii) a failure to induce Buyer to enter into this Agreement. For purposes The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 7.10, “Acquisition Proposal” means any inquiry, offer 5.12 were not performed in accordance with their specific terms or proposal for, were otherwise breached. The parties hereto agree that Buyer shall be entitled to seek an injunction or indication injunctions to prevent breaches of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar the provisions of this Section 5.12 and to enforce specifically the terms and provisions hereof in any respect to the Transactions or that otherwise involves any purchase court of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company United States or any of its Subsidiariesstate having jurisdiction, this being in addition to any other than the Transactionsremedy to which Buyer may be entitled at law or in equity.

Exclusivity. The Company agrees that after the date hereof until Prior to the earlier of the Closing or the termination of this Agreement in accordance with its termsMOU pursuant to paragraph 9 below and the entry of the Bid Procedures Order on the Bankruptcy Court's docket, it the Debtors shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: , through any officer, director, employee, agent, professional or advisor, (ai) solicit, initiate, encourage or knowingly facilitate discuss any proposal or encourage the submission of offer from any Acquisition Proposal; person (bother than Sponsors or Buyer) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish relating to any Person financing, refinancing, acquisition, divestiture, business combination or reorganization of or involving the business and operations of the Acquired Business (an "Alternative Transaction"), (ii) furnish any information with respect to, or cooperate assist or participate in, or facilitate in any other manner, any effort or attempt by any person to do or seek the foregoing or (iii) seek or support Bankruptcy Court approval of a motion or order inconsistent in any way or take any other action knowingly to facilitate or encourage any inquiries or with the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required transactions contemplated by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited MOU. Promptly after the execution of this Agreement MOU by Debtors, Debtors will terminate (and will not be bound by cause each of its affiliates, stockholders, directors, officers, employees, agents or representatives to terminate) all discussions with any third party regarding the restrictions set forth above, in which case, Parent foregoing and will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours notify Sponsors immediately after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company Debtors (or any of its Subsidiariesaffiliates, other than stockholders, directors, officers, employees, agents or representatives) learns that any person has made any proposal, offer, inquiry or contact with respect to the Transactionsforegoing. The acknowledgement of, and agreement with, the terms and conditions set forth in this letter by Debtors will constitute a representation and warranty by Debtors that neither Debtors nor, to its knowledge, any of its affiliates, stockholders, directors, officers, employees, agents or representatives, has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to the foregoing transactions.

Exclusivity. The Company agrees that (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsAgreement, it Company shall not, and it shall cause its Subsidiaries each Subsidiary and Affiliates and shall use its reasonable best efforts to cause all each of their respective officers, directors, managersofficers, employees, investment bankers, attorneys, accountants, agents, financial advisors, representatives and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: , (ai) solicit, initiate, engage or knowingly facilitate participate in or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions discussion or negotiations regardingwith any Person or entity (other than Purchaser) concerning any merger, consolidation, sale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of reorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, "Alternative Transaction"), or furnish (ii) provide any non-public information concerning the business, properties or assets of Company or any Subsidiary to any Person any information with respect or entity (other than to Purchaser). Company shall, and shall cause each of its Subsidiaries to, or cooperate in immediately cease any way or take and all existing activities, discussions and negotiations with any Person other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement than Purchaser with respect to any class Alternative Transaction and the Company shall, and shall cause its Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately notify Purchaser of, and shall disclose to Purchaser all details of, any inquiries, discussions or negotiations described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the "Exclusivity Provisions." (b) Notwithstanding the provisions of subsection (a) above, prior to entry of the Company’s Confirmation Orders, the Debtors may, to the extent required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the "Bankruptcy-Related Requirements"), or to the extent that the board of directors of Company Subsidiaries’ securities; determines, in good faith after consultation with outside legal counsel, that such board's fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (dc) enter into any agreement with respect below, furnish information to any Acquisition Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to be consummated (a "Superior Proposal"). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or requesting authorization of such Superior Proposal from the Bankruptcy Court, if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that prior to delivery Company shall not terminate this Agreement until at least five (5) Business Days after Purchaser's receipt of a copy of such Superior Proposal. (c) Debtors shall, within one (1) Business Day of the Written Consentoccurrence thereof, if the board of directors notify Purchaser orally and in writing of the receipt of a Superior Proposal. Such notice to Purchaser shall indicate in reasonable detail the identity of the potential acquirer and the material terms and conditions of such Superior Proposal, to the extent known. (d) Notwithstanding anything to the contrary in this Section 6.10, Company determines in good faith that it is required by shall not, and shall cause each of its fiduciary duties Subsidiaries not to, provide any non-public information to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such a third party simultaneously with delivery to any such party. The unless: (i) Company and its Subsidiaries shall promptlyprovide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser. (e) Notwithstanding anything to the contrary in this Section 6.10, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes be permitted to continue the solicitation of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication expressions of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsinternational operations.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicitThe Company hereby agrees that it will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of it or any of its Subsidiaries to, solicit or initiate, or knowingly facilitate or encourage the submission of, any proposal or transaction for a financing of any Acquisition Proposal; the Company (bother than draws under the Foothill Facility or project financing in the ordinary course of business consistent with past practice) initiateor for the acquisition by a Person other than the Investor or an Affiliate of the Investor of stock or a substantial part of the assets of the Company through a merger or other business combination, continue stock or assets acquisition or otherwise participate (in any discussions such case, an "Alternative Transaction") (or negotiations regarding, or to furnish to any Person any nonpublic information concerning the business, properties or assets of the Company (other than in connection with respect tothe sale by the Company of properties designated for sale in an Approved Business Plan, as required by the Foothill Loan Documents or in connection with project financing (debt or equity) in the ordinary course of business consistent with past practice), or cooperate in any way or take any other action knowingly to otherwise facilitate or encourage any inquiries or the making of any proposal proposal) prior to the Closing. In addition, the Company hereby agrees that constitutesit will, and will cause its Subsidiaries, officers, directors, employees, investment bankers, attorneys and other advisors or representatives to, terminate any other discussions or negotiations with any third party regarding any Alternative Transaction, and that the Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or could be expected any investment banker, attorney or other advisor or representative of the Company, or any of its Subsidiaries to lead tohave any additional discussions or negotiations with any third party regarding such an Alternative Transaction prior to the Closing. (b) Notwithstanding the provisions of Section 6.6(a), any Acquisition Proposal; prior to the Closing, to the extent required by the fiduciary obligations of the Board, as determined in good faith by the Board after receipt of the written advice of its outside counsel and financial advisor, the Company may (ci) grant any waiver or release under any standstill or similar agreement in response to an unsolicited request therefor, furnish information with respect to the Company to the requestor pursuant to a customary confidentiality agreement and discuss such information and the terms of this Section 6.6 (but not the terms of any class possible Alternative Proposal) with such Person and (ii) upon receipt by the Company of an unsolicited Alternative Proposal, following delivery to the Investor of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect notice required pursuant to any Acquisition the last two sentences of this Section 6.6(b), participate in negotiations regarding such Alternative Proposal; provided. Without limiting the foregoing, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board understood that any violation of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive the preceding sentence by any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer director or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets executive officer of the Company and or any of its SubsidiariesSubsidiaries or any investment banker, taken as a wholefinancial advisor, attorney or the majority of the capital stock other advisor to or representative of the Company or any of its Subsidiaries, other than whether or not such person is purporting to act on behalf of the Transactions.Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of Section 6.6

Exclusivity. (a) During the Interim Period, the Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Buyer or any of its Affiliates or Representatives or the party described on Schedule 9.03 (the “Specified Third Party”) or its Representatives concerning a potential transaction involving the Company and the Specified Third Party (a “Specified Third Party Transaction”)) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions and any Specified Third Party Transaction, an “Acquisition Transaction”); provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions (or any Specified Third Party Transaction) shall not be deemed a violation of this Section 9.03(a). The Company agrees that after shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) The Company shall use commercially reasonable efforts to keep Buyer reasonably informed in any way or take any other action knowingly to facilitate or encourage any inquiries or the making a reasonably timely manner of any proposal material discussions and/or developments in connection with any Specified Third Party Transaction, including the material terms and conditions of any proposed Specified Third Party Transaction and any material amendments or modifications to the terms of such Specified Third Party Transaction (it being understood and agreed that constitutes, any changes to the purchase price of such Specified Third Party Transaction shall be deemed to be material amendments or could be expected modifications). Buyer shall keep such information confidential pursuant to lead to, any Acquisition Proposal; the terms of the Confidentiality Agreement. (c) grant Notwithstanding anything to the contrary set forth in this Section 9.03, at any waiver or release under time prior to the Closing Date, the Company may elect to terminate this Agreement pursuant to and subject to the terms of Section 11.01(g) and Section 11.03 in order to enter into a Specified Third Party Definitive Agreement; provided, that, prior to entering into any standstill or similar such Specified Third Party Definitive Agreement, the Company must have delivered notice to Buyer of its intention to enter into such definitive agreement with respect at least three (3) Business Days prior to any class the taking of such action by the Company’s or any Company Subsidiaries’ securities; or . (d) During the Interim Period, Buyer shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Acquisition Business Combination (a “Business Combination Proposal”) other than with the Company, its shareholders and their respective Affiliates and Representatives; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do sothat, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution execution, delivery and performance of this Agreement and will the other Transaction Agreements and the consummation of the Transactions shall not be bound by deemed a violation of this Section 9.03(d). Buyer shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the restrictions set forth abovedate hereof with respect to, in or which caseis reasonably likely to give rise to or result in, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity Business Combination Proposal. (e) Each of such party and the material terms of any such offer, Buyer and the Company shall keep Parent fully informed with respect thereto. For acknowledges and agrees that, for purposes of determining whether a breach of this Section 7.109.03 has occurred, “Acquisition Proposal” means the actions of such party’s Affiliates and Representatives shall be deemed to be the actions of such party, and such party shall be responsible for any inquiry, offer or proposal for, or indication breach of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsthis Section 9.03 by such Persons.

Exclusivity. The Company agrees that after the date hereof until Until the earlier of the Closing Date or the date of termination of this the Agreement in accordance with pursuant to the provisions of Section 9.5 below, the Company shall not (nor will the Company authorize or permit any of its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not or affiliates to), directly or indirectly, take any of the following actions: (ai) solicit, initiate, entertain, encourage, participate in, conduct discussions with or knowingly facilitate engage in negotiations with any Person relating to any merger, consolidation or encourage business combination, of or with the submission Company, or any purchase or sale of the Company's capital stock or other equity securities or any purchase or sale of any of the Company's material assets or any exchange offer or tender offer to the shareholders of the Company or other similar transactions (any such transaction being hereafter referred to as an "Acquisition Proposal"); (ii) provide any written or oral information with respect to the Company to any Person (other than as contemplated in this Agreement or required by applicable law) relating to any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (diii) enter into any agreement with respect any Person with regard to any Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that prior nothing contained in this Agreement shall prevent the Company or its board of directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to delivery an Acquisition Proposal; (B) engaging in any discussion or negotiations with, or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Written ConsentCompany or withdrawing or modifying its recommendation in favor of this Agreement and the Merger in compliance with Section 6.3, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) a majority of the members of the board of directors of the Company determines concludes in good faith (after consultation with its financial advisors) that it such Acquisition Proposal is required reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company's shareholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), (ii) a majority of the members of the board of directors of the Company concludes in good faith (after consultation with outside counsel) that such action is necessary for the board of directors to act in a manner consistent with its fiduciary duties under applicable law,(iii) prior to do soproviding any information or data to any Person in connection with an Acquisition Proposal by any such Person, such board of directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the confidentiality agreement previously entered into between WEC and the Company in connection with their consideration of the Merger, and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the board of directors may respond of the Company notifies WEC of such inquiries, expressions of interest, proposals or offers received by, any such information requested from, or any such discussions or negotiations to be initiated or continued with, any Person making an Acquisition Proposal after of the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth aboveCompany's representatives indicating, in which caseconnection with such notice, Parent will be entitled to receive the name of such Person and the terms and conditions of any information provided to such party simultaneously with delivery to any such partyproposals or offers. The Company agrees that it will immediately cease and its Subsidiaries shall promptlycause to be terminated any existing activities, but in discussions or negotiations with any case within 48 hours after receiving parties conducted heretofore with respect to any Acquisition Proposal from Proposal. The Company agrees that it will take the necessary steps to promptly inform the officers, directors and other representatives referred to in the first sentence hereof of the obligations undertaken in this Section 6.12. The Company agrees that it shall keep WEC informed, on a third partycurrent basis, advise Parent orally of the status and in writing thereof, including the identity of such party and the material terms of any such offer, proposals or offers and the Company shall keep Parent fully informed with respect thereto. For purposes status of this Section 7.10, “Acquisition Proposal” means any inquiry, offer such discussions or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsnegotiations.

Exclusivity. The (a) During the Pre-Closing Period, the Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates each Subsidiary of the Company not to and shall not authorize or permit any of its Subsidiaries not representatives to, directly or indirectly: , (ai) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or knowingly facilitate induce the making, submission or encourage the submission announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (bii) initiateenter into, participate in, maintain or continue or otherwise participate in any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or furnish deliver or make available to any Person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate regarding, any inquiry, expression of interest, proposal or encourage any inquiries or the making of any proposal offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal; , (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (div) enter into any agreement 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 Stockholder or (vi) engage in the further preparation for (including by engaging any underwriter or other third party) or otherwise take any steps in furtherance of any initial public offering. The Company will 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 of this Agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors . If any authorized representative of the Company determines in good faith takes any action that it the Company is required by its fiduciary duties obligated pursuant to do sothis Section 5.2 to cause such representative of the Company not to take, then the board of directors may respond to any Person making an Acquisition Proposal after the date Company shall be deemed for all purposes of this Agreement that was not solicited after the execution of to have breached this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. Section 5.2. (b) The Company agrees that it will immediately cease and its Subsidiaries shall promptlycause to be terminated any existing activities, but in discussions or negotiations with any case within 48 hours after receiving parties conducted heretofore with respect to any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its SubsidiariesAffiliates shall, taken as and shall cause each of its representatives to, immediately terminate access to any online “data room” and promptly request each Person (other than Parent and its Affiliates and its and their respective representatives) that has executed a whole, or the majority of the capital stock of confidentiality agreement relating to the Company or any of its SubsidiariesAffiliates and representatives in connection with such Person’s consideration of an Acquisition Proposal, other than to return (or if permitted by the Transactionsapplicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement.

Exclusivity. The Company agrees that From and after the date hereof of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall each of the Seller and the Company will not, and it shall cause nor will either authorize or permit any of its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managersAffiliates, employeesEmployees, agents or any investment bankersbanker, attorneys, accountants, agents, advisors, representatives and controlled Affiliates attorney or other advisor or representative (or any of the Company and its Subsidiaries not their respective Affiliates) to, directly or indirectly: : (a) take any action to initiate, solicit, initiatefacilitate, encourage or knowingly facilitate induce the making, submission or encourage the submission announcement of any Acquisition Proposal; ; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could may reasonably be expected to lead to, any Acquisition Proposal; ; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; (d) amend or grant any waiver or release under any standstill or similar agreement with respect to any class equity securities of the Company’s Company (a "Standstill Agreement"); or (e) approve, endorse or recommend any Acquisition Proposal; The Company Subsidiaries’ securities; will immediately cease any and all existing activities, discussions or negotiations with any parties (dother than Purchaser) enter into any agreement conducted heretofore with respect to any Acquisition Proposal; provided. The Company shall notify Purchaser immediately (but in any event within 48 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, howeveror of any request for information relating to the Company for access to the properties, that prior to delivery of the Written Consent, if the board of directors books or records of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person for the purpose of making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such partyProposal. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent provide such notice orally and in writing thereof, including and shall identify the identity of such party terms and the material terms conditions of any such offer, and the Acquisition Proposal or request for information. The Company shall will keep Parent fully Purchaser informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, on a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar prompt basis (but in any respect to the Transactions or that otherwise involves any purchase event within 48 hours) of the business, at least 51% material developments (including amendments or proposed amendments) of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionssuch Acquisition Proposal request.

Exclusivity. The Company agrees that after (a) Except pursuant to any express obligation of a Cumulus Party or its Affiliates pursuant to a Collocation Agreement or Ground Lease, from the date hereof until Signing Date through the earlier of the Final Closing Date or the termination of this Agreement in accordance with its termsAgreement, it the Seller shall not, and it shall cause its Subsidiaries and Affiliates not (and shall use its reasonable best efforts to not cause all or permit any of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Representatives or Affiliates of the Company and its Subsidiaries not to, directly or indirectly: ) (ai) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposalproposal or offer from any Person relating to the acquisition or lease of any of the Portfolio Sites (a “Competing Transaction”); or (bii) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, assist or cooperate participate in, or facilitate in any way other manner any effort or take attempt by any other action knowingly Person to facilitate do or encourage seek any inquiries or of the making of foregoing; provided that, after the Initial Closing Date, the foregoing sentence shall not apply to Excluded Sites. The Cumulus Parties shall notify the Buyer as promptly as practicable if any proposal that constitutesPerson makes any proposal, offer, inquiry, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement contact with respect to any class Competing Transaction. (b) From the Signing Date through the earlier of the Company’s Initial Closing Date or the termination of this Agreement, the Cumulus Parties agree, and agree to cause their Affiliates, not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which the Cumulus Parties or any Company Subsidiaries’ securities; or (d) enter into any agreement of their respective Affiliates is a party with respect to any Acquisition Proposal; providedthe Auction, however, that prior and shall use its commercially reasonable efforts to delivery enforce or cause to be enforced each such agreement at the request of the Written Consent, if Buyer. The Seller shall promptly following the board Initial Closing request each Person that has executed a confidentiality agreement in connection with the Auction or its consideration of directors any other Competing Transaction to return or destroy (and certify to such destruction) all confidential information furnished to such Person by or behalf of the Company determines in good faith that it is required by Seller or its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptlyAffiliates, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect only to the Transactions extent such confidentiality agreements require the return or that otherwise involves any purchase destruction of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsconfidential information.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of So long as this Agreement is in accordance with its termseffect, it shall not, Seller will not (and it shall Seller will cause its Subsidiaries and respective Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, or representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: ) (ai) encourage, solicit, initiate, or knowingly facilitate or encourage the submission of any continue inquiries regarding an Acquisition Proposal; (bii) initiate, continue or otherwise participate in any enter into discussions or negotiations regardingwith, or furnish to any Person provide any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Person concerning a possible Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; , or (diii) enter into any agreement with respect to any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines . The Seller Parties shall promptly (and in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal event within two (2) days after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound receipt thereof by the restrictions set forth above, in which case, Parent will be entitled to receive Seller Parties or any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, of their respective beneficial owners) advise Parent Buyer orally and in writing thereofof (A) any Acquisition Proposal, including any request for information with respect to an Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, (B) the material terms and conditions of such request, Acquisition Proposal or inquiry, and (C) the identity of the person making such party and the material terms of any such offerrequest, and the Company shall keep Parent fully informed with respect theretoAcquisition Proposal or inquiry. For purposes of this Section 7.10hereof, “Acquisition Proposal” means any ​ ​ inquiry, proposal or offer from any Person (other than Buyer or proposal for, or indication any of interest in, its Affiliates) concerning (i) a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganizationliquidation, recapitalization, liquidation, dissolution share exchange or other business combination transaction that is involving the License or the Purchased Assets; (ii) the sale, transfer, exchange or other disposition of the License; (iii) the sale, lease, transfer, exchange or other disposition of any of the Purchased Assets; or (iv) any other transaction similar in any respect to the Transactions transaction contemplated by this Agreement, or that otherwise involves any purchase could reasonably be expected to hinder, restrict or affect the ability of the businessparties to consummate the transaction in a timely manner. Notwithstanding the foregoing, at least 51% of the assets of the Company and if this Agreement is terminated in accordance with its Subsidiariesterms, taken as a whole, this Section 5.11 shall have no force or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionseffect.

Exclusivity. The (a) During the Interim Period, the Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries Representatives and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: , (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (bi) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate solicit or encourage (including by way of providing confidential or non-public information) any inquiries inquiries, proposals or the making of any proposal offers that constitutes, constitute or could may reasonably be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class purchase of the Company’s shares or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors other Equity Securities of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the or material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% portion of the assets of the Company and its SubsidiariesSubsidiaries (on a consolidated basis) or any merger, taken as a wholebusiness combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that (x) the majority execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the capital stock Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its SubsidiariesRepresentatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the TransactionsCompany) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b).

Exclusivity. The During the Interim Period, except as otherwise provided in this Agreement, the Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its Subsidiaries and Securityholders, Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly: (a) , take any action to solicit, initiate, seek, knowingly encourage, assist or knowingly facilitate support any inquiry, proposal or encourage offer from, furnish any confidential information to, or respond to the submission of any Acquisition Proposal; proposal or offer from, any Person relating, with respect to the Company or the Business, to any (bi) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to distribution rights in the Territory described in Exhibit B to the Distribution Agreement, (ii) equity financing that could prevent, interfere with or impair Buyer’s ability to exercise the Buyer Option or the Parties’ ability to consummate the Acquisition (or, after Buyer’s delivery of the Exercise Notice, any class equity financing), (iii) debt financing (other than any debt financing that is not secured by the assets of the Company), (iv) exclusive license, acquisition or transfer of the Company or all or substantially all or a material portion of the Company’s shares, business, divisions, assets, products, Technology or Intellectual Property Rights, (v) any Company Subsidiaries’ securities; joint venture, merger or consolidation with or involving the Company, (vi) the liquidation, dissolution or recapitalization of the Company, (vii) any commitment, agreement, arrangement, understanding, transaction or transactions giving effect, directly or indirectly, to any of the foregoing, or (dviii) enter into any agreement with respect to any Acquisition Proposalsimilar transaction or business combination (a “Competing Transaction”); provided, however, that prior the Company may continue negotiations with respect to delivery the Horizon Disposition and enter into the Horizon Documentation and consummate the Horizon Disposition on the terms of the Written ConsentHorizon Documentation as long as (a) the Company does not disclose or make available to the potential acquirer of the Horizon Assets any confidential information related to the Nexus Assets, if the board Nexus Product, Contracts related to the Business, or the Accounts Receivable (other than in the ordinary course of directors business in connection with existing agreements of the Company determines in good faith that it is required by its fiduciary duties made available to do soBuyer prior to the Effective Time (other than confidentiality agreements entered into to facilitate a discussion regarding a Competing Transaction), (b) the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was Company has not solicited after the execution of this Agreement and will not be bound by discuss or negotiate with such potential acquirer the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock acquisition of the Company or the Nexus Product, the Business, Contracts related to the Business, or the Accounts Receivable and (c) any such Horizon Disposition provides that the Company shall retain exclusive ownership of all and any Intellectual Property Rights used in or in connection with the Nexus Assets, except for the license indicated in the Horizon Documentation. The Company shall, and shall instruct all Securityholders, Representatives and Affiliates acting on its behalf to immediately cease any existing activities, discussions and negotiations with any Persons with respect to any of its Subsidiariesthe foregoing, except in connection with the Horizon Disposition. Immediately upon the commencement of the Interim Period, the Company shall instruct each Person (other than Buyer and its Representatives) in possession of confidential information about the TransactionsCompany that was furnished pursuant to a confidentiality Contract within the prior twelve (12) months in connection with any actual or potential Competing Transaction, except in connection with the Horizon Disposition, or other proposal by such Person to acquire the Company (or any portion thereof) to promptly return or destroy all such information, in accordance with and subject to the terms of such confidentiality Contract.

Exclusivity. The Company agrees that (a) From and after the date hereof until through and including the Closing Date or the earlier of the Closing or the termination of this Agreement in accordance with its termsAgreement, it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries Companies will not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of either Company, including any acquisition structured as a merger, consolidation, or share exchange (an "Acquisition Proposal; (b) initiate"), continue or otherwise and will cease negotiations with respect to any Acquisition Proposals. Notwithstanding the foregoing, Barrier and its directors and officers will remain free to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, assist or cooperate participate in, or facilitate in any way other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent Barrier's Board of Directors concludes in good faith, after having taken into account the advice of its outside legal counsel, that the fiduciary duties of the directors or officers, as applicable, to the shareholders of Barrier require them to do so; provided, that, the directors and officers shall not take any other action knowingly of the foregoing actions without having given at least three (3) Business Days' advance written notice to facilitate Parent. In addition, if any director or encourage officer receives an Acquisition Proposal, Barrier shall promptly inform Parent in writing of the material terms of such proposal and the identity of the Person (or group) making it. (b) It is understood that any inquiries violation of the restrictions set forth in this Section 5.7 by any director or officer of the making of Companies or by any proposal that constitutesinvestment banker, financial adviser, attorney, accountant, or could other representative of the Companies shall be expected deemed to lead to, any Acquisition Proposal; be a breach of this Section 5.7 by the Companies. (c) grant any waiver or release under any standstill or similar agreement with respect to any class of In the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, event that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of shall have been made known to Barrier or shall have been made directly to its shareholders generally or any Person shall have announced an intention (whether or not conditional) to make an Acquisition Proposal, and thereafter this Agreement is terminated by Barrier for any reason and an Acquisition Proposal is consummated within eighteen (18) months of such termination, then Barrier shall pay to Parent, upon the consummation of such Acquisition Proposal, a termination fee equal to $1,000,000 in cash; provided that was this Section 5.7(c) shall not solicited after apply if this Agreement is terminated pursuant to Section 7.1(d) following a vote of the execution Shareholders to approve this Agreement and the Merger in which each director of Barrier who is a Shareholder votes his or her Barrier Shares (and any Barrier Shares owned by entities controlled by such director) in favor of this Agreement and will the Merger but the Requisite Shareholder Approval is not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries, other than the Transactionsobtained.

Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it Each Seller shall not, and it shall use its commercially reasonable efforts to cause its Subsidiaries and Affiliates and shall use each of its reasonable best efforts to cause all of their respective officers, directors, managersofficers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries agents not to, directly or indirectly: , encourage, solicit or initiate any proposal or offer from any person or entity (other than the Buyer or an affiliate, associate, representative or agent of the Buyer) concerning any merger, consolidation, sale of material assets, tender offer, recapitalization, accumulation of shares of stock of any Seller, proxy solicitation or other business combination involving Seller or any Subsidiary or any division of any Seller or any Subsidiary or any of their respective businesses relating to the Acquired Assets and the Assigned Contracts and Leases (an "Alternative Proposal"), or (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect agree to, or cooperate in any way endorse or take any other action knowingly to facilitate an Alternative Proposal unless such Alternative Proposal has been approved by the Bankruptcy Court pursuant to the Section 363 sale process contemplated by this Agreement or encourage (b) provide any inquiries non-public information concerning the business, properties or the making assets of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect Seller to any class person or entity (other than the Buyer); PROVIDED, HOWEVER, that the Sellers shall not be prohibited from giving notice or providing information, including non-public information, to any persons who may seek to make a proposal as part of the Company’s or any Company Subsidiaries’ securitiesSection 363 sale process contemplated by this Agreement (the "Exclusivity Provision"); or (d) enter into any agreement with respect to any Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that prior to delivery of notwithstanding the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do soforegoing, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will Sellers shall be entitled to receive give such notice of whatever buyer protections and/or bidding procedures order as the Bankruptcy Court requires to respond to and discuss any information provided Alternative Proposal, to such party simultaneously with delivery to provide information, including due diligence materials and negotiate and discuss any such partyAlternative Proposal. The Company Sellers shall immediately notify the Buyer of, and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from disclose to the Buyer a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms reasonably detailed description of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means inquiries received by any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company Seller or any of its Subsidiariesagents or representatives (including, other than without limitation, the Transactionsdate of such inquiry, the identity of the inquirer and the status of such inquiry) with respect to the acquisition of any of the Acquired Assets and the Sellers shall provide the Buyer with copies of any written proposals and a description of any verbal proposals which are received by Sellers or any of its agents or representatives. Nothing in this Section 4.7 shall require the divulgence of the identity of any third party making an Alternative Proposal in violation of any Confidential Agreement with such third party.

Exclusivity. 7.11.1 The Acquiror Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall notshall, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officersAffiliates, directors, managersofficers, employees, investment bankersagents and advisors to, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of deal exclusively with the Company and its Subsidiaries Affiliates, directors, officers, employees, agents and advisors (collectively, the “Company Representatives”) regarding the transactions contemplated hereunder, except as otherwise contemplated under this Agreement or is required under Law; and the Acquiror Company shall not to, directly or indirectly: (a) solicit, initiate, facilitate or knowingly facilitate encourage any Takeover Proposal or encourage the submission of any Acquisition inquiry that constitutes or would reasonably be likely to lead to a Takeover Proposal; (b) initiate, continue provide information or otherwise participate in any discussions or negotiations regarding, or furnish documentation to any Person any information other than the Company and the Company Representatives with respect to the Acquiror Company relating to any such Takeover Proposal; (c) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement or understanding (whether oral or written, binding or nonbinding) relating to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of Takeover Proposal except this Agreement and the Company’s or any Company Subsidiaries’ securitiesother agreements contemplated by this Agreement; or (d) enter into participate in any agreement with respect to negotiations with, assist or facilitate in any Acquisition Proposal; providedother manner, howeverexcept as otherwise required by Law, that prior to delivery of the Written Consent, if the board of directors of any Person other than the Company determines in good faith regarding a Takeover Proposal or any inquiry that it is required by its fiduciary duties constitutes or would reasonably be likely to do solead to a Takeover Proposal, the board of directors may respond furnish to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided or data with respect to, or otherwise cooperate with or take any action to such party simultaneously with delivery knowingly facilitate any proposal that constitutes or would reasonably be expected to lead to any such partyTakeover Proposal, or requires the Acquiror Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. The If the Acquiror Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any receives an unsolicited inquiry, offer or proposal forrelating to a Takeover Proposal, or indication of interest inthe Acquiror Company shall promptly notify the Company thereof within 48 hours, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect including information as to the Transactions contents and terms of such inquiry, offer or that otherwise involves proposal. 7.11.2 For the purpose of this Section 7.11, “Takeover Proposal” means, other than a transaction between or among the Company, any purchase of its Affiliates, the businessShareholders and the Acquiror Company, at least 51% any proposal or offer, whether or not conditional, whether or not binding, and whether or not written, from any Person (other than the Company and its Affiliates) relating to any direct or indirect: (a) acquisition of substantially all of the assets of the Company and its Subsidiaries, taken as a wholeAcquiror Company; (b) acquisition of, or the majority acquisition of rights to acquire, more than 50% of the capital stock outstanding shares of Acquiror Company Common Stock; (c) acquisition of any new class of Equity Securities of the Acquiror Company which would provide, or upon conversion would provide, the holders with more than 50% of the voting power of the Acquiror Company, including the Acquiror Company Preferred Shares; (d) tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of its Subsidiariesthe outstanding shares of the Acquiror Company Common Stock; or (e) merger, other than consolidation, business combination or similar transaction involving the TransactionsAcquiror Company.

Exclusivity. The Company agrees that (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termspursuant to Article IX (Termination), it shall Seller will not, and nor will it shall cause authorize or permit any of its Subsidiaries and Affiliates and shall use Subsidiaries, or its reasonable best efforts to cause all of or their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not Representatives to, directly or indirectly: , (ai) solicit, initiate, seek, entertain, intentionally encourage, intentionally facilitate, support or knowingly facilitate induce the making, submission or encourage the submission announcement of any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of the Purchased Assets or Seller Licensed Intellectual Property (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) (an “Acquisition Proposal”); (ii) hold or participate in any negotiations or discussions or enter into any agreements with any Person concerning, or that would reasonably be expected to lead to, an Acquisition Proposal; or (biii) initiate, continue deliver or otherwise participate in any discussions or negotiations regarding, or furnish make available to any Person any non-public information with respect to, or cooperate in any way or take any other action knowingly to facilitate regarding, any inquiry, expression of interest, proposal or encourage any inquiries or the making of any proposal offer that constitutes, or could would reasonably be expected to lead to, any an Acquisition Proposal; . Seller shall (cx) grant immediately cease, and shall cause its Subsidiaries to immediately cease, and cause to be terminated any waiver and all existing activities, discussions or release under negotiations with any standstill Persons conducted prior to or similar agreement with respect to any class of on the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement date hereof with respect to any Acquisition Proposal; provided, however(y) not amend, that prior terminate, waive or fail to delivery enforce any provisions of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond any confidentiality agreement with respect to any Person making an potential Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above(z) promptly request, in which case, Parent will be entitled to receive any information provided to such party simultaneously accordance with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offerconfidentiality agreement, and the Company shall keep Parent fully informed with respect return or destruction of any confidential information previously furnished pursuant thereto. For If any Representative of Seller or its Subsidiaries takes any action that Seller is obligated pursuant to this Section to cause such Representative not to take, then Seller shall be deemed for all purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar Agreement to have breached this Section. (b) Seller shall promptly notify Purchaser in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company writing after receipt by Seller or any of its SubsidiariesSubsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (iii) any request for non-public information directly and primarily related to the Purchased Assets or for access to any of the properties, books or records of the Seller Parties by any Person other than Purchaser not in the Transactionsordinary course of business consistent with past practice or that the Seller Parties reasonably believe would be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal or offer, and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal or offer. Seller shall keep Purchaser promptly and fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any meeting of Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss any Acquisition Proposal.