Common use of Exclusivity Clause in Contracts

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. DLJMB is aware that, prior to the date of this Agreement, the Company has had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by DLJMB. Notwithstanding the foregoing, the Company agrees that it shall not, and shall not permit any of its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives (aincluding Xxxxxx X. Xxxxx) During not to, at any time during the sixty (60) day period commencing on the date hereof through (the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to“Exclusivity Period”), directly or indirectly, (xa) knowingly initiate, solicit, discussinitiate or encourage submission of further proposals or offers from any person, negotiateother than DLJMB, provide relating to any acquisition or purchase of all or a significant portion of the assets of, including any river boat or other gaming facility or any contract to manage any gaming facility, or any equity interest in, the Company, any of its subsidiaries or affiliates controlled by the Company or any business combination involving the Company or any of its subsidiaries or affiliates controlled by the Company, or the declaration or payment of any dividend or any change in the public debt or capital structure of the Company or any of its subsidiaries or affiliates controlled by the Company, (b) further participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or respond affirmatively otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than DLJMB to do or seek any inquiriesof the foregoing. During the Exclusivity Period, proposals (x) the Company shall promptly advise DLJMB if any such proposal or offers offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform DLJMB of all the terms and conditions thereof, and shall furnish to DLJMB copies of any such written proposal or offer and the contents of any communications in response thereto (whether initiated by them or otherwiseit being understood that the Company shall not be required to take any action pursuant to this clause (x) that would violate any pre-existing confidentiality obligation enforceable against the Company), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) the Company shall not waive any provisions of any “standstill” agreements between the Company and any party. During the Exclusivity Period, the Company shall not, without the consent of DLJMB, enter into into, or commit to enter into, any contractmaterial transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, agreement the Company agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or arrangement negotiations with any Third Party Bidder party other than DLJMB or its affiliates that relate to, or may reasonably be expected to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply lead to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all transaction outside of the capital stock ordinary course of business, consistent with its past practices, or consolidated assets any transaction of LVP REIT the type described in Paragraph 1(a). The Company shall have the right to terminate the Exclusivity Period upon five (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto 5) days prior written notice to DLJMB if DLJMB terminates discussions regarding the potential Transaction or otherwise abandons or ceases to actively pursue the Transaction prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale expiration of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, Exclusivity Period. If DLJMB notifies the Company and that DLJMB is terminating discussions regarding the Group Companies potential Transaction, then the Company shall have the right to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedExclusivity Period.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsInterim Period, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies its Representatives and each of their respective directors, officers and representatives Subsidiaries not to, directly or indirectly, (xi) knowingly initiate, solicit, discuss, negotiate, provide solicit or encourage (including by way of providing confidential or non-public information with respect to, or respond affirmatively to information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to (whether initiated by them A) any purchase of stock or otherwise), from any Person other Equity Securities of the Company (other than the Parent Parties and their Affiliates and representatives (x) pursuant to or in connection with a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) Company Benefit Plan or (y) as consideration in an acquisition by the Company or its Subsidiaries, but subject to, and without limiting anything contained in Section 6.01) or material portion of the assets of the Company and its Subsidiaries or (B) any merger, business 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 contract, agreement or arrangement with deliver any Third Party Bidder agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to consummate a Potential Transactionany Alternative Transaction Proposal; providedprovided that the execution, that “Potential Transaction” delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not includebe deemed a violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and this Section 6.13(a) shall not apply towill promptly communicate to SPAC in reasonable detail the terms and substance thereof, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of and the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies its Representatives and Subsidiaries to, immediately terminate cease any and all existing negotiations or discussions with respect 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 Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned Registration Statement on Form S-1 or destroyedF-1.

Exclusivity. (a) During The Company 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 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 period commencing on date of this Agreement promptly return or destroy such information, including promptly terminating any access by any Person to any physical or electronic data room relating to any SpinCo Proposal (as defined below). From the date hereof through until the earlier to occur of the Closing and (a) the termination of this Agreement in accordance with its termspursuant to Article IX and (b) the Effective Time, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies its Subsidiaries and each shall use reasonable best efforts to cause its Representatives not to: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of their respective directors, officers and representatives furnishing information that has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers acquisition (whether initiated by them merger, purchase of Interests, purchase of assets or otherwise), from exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all portion of the equity interests business or assets of the Group Companies Company and its Subsidiaries that, individually or in the aggregate, constitutes 15% or more of the net revenues, net income or assets of the SpinCo Business (taken as a whole) (any individual mall or development project (of the foregoing, a “Potential TransactionSpinCo Proposal”) ), or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer which would reasonably be expected to acquirelead to a SpinCo Proposal, whether by merger(ii) engage in any discussions or negotiations regarding, purchase or furnish to any Person any nonpublic information relating to the SpinCo Business, SpinCo Assets or SpinCo Entities in connection with, any SpinCo Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be 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 the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of assetsintent, equity interests memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or other securitiessimilar agreement or document relating to, tender offer or otherwiseproviding for, all any SpinCo Proposal; provided, that nothing in this Section 7.9 shall limit the Company’s ability to pursue or engage in any transaction relating to substantially all of the capital stock or consolidated assets business of LVP REIT the Company and its Subsidiaries, taken as a whole (a “Permitted Transaction”as opposed to solely the SpinCo Business), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any so long as such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair or materially delay the Company’s ability to comply with its obligations hereunder and under the Separation and Distribution Agreement or to consummate the Transactions; provided, further, that the foregoing shall not affect any of the Contributors, obligations of the Company and SpinCo or the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate SpinCo Entities under this Agreement or any existing discussions with respect to any Potential other Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedDocument.

Exclusivity. (a) During the period commencing on From the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsuntil the Termination Date, the Contributors Company and LVP REIT shall not, its subsidiaries and shall cause the Group Companies and each of their respective directors, officers and representatives not toAffiliates will not, directly or indirectlyindirectly through any officer, director, employee, advisor, representative, agent or otherwise, and the Company shall use commercially reasonable efforts to ensure that the Shareholders do not: (xi) knowingly initiatemake, solicit, discussassist, negotiateinitiate, provide encourage or accept or otherwise facilitate any inquiries, offers or proposals from any Person or group of Persons (other than the Purchaser and its Affiliates and their respective representatives), whether or not in writing and whether or not delivered to the Shareholders, concerning any Acquisition Proposal for the Company or its subsidiary; (ii) engage in any discussions or negotiations regarding, or otherwise co-operate in any way with, or assist or participate in, or facilitate or encourage, any effort or attempt by any Person (other than the Purchaser and its Affiliates and their respective representatives) to make or complete any Acquisition Proposal in respect of the Company or its subsidiary; (iii) furnish any non-public information with respect toconcerning the business, properties or respond affirmatively assets of the Company or any subsidiary thereof to any inquiries, proposals or offers Person (whether initiated by them or otherwise), from any Person other than the Parent Parties Purchaser and its Affiliates and their respective representatives) except as required to comply with Applicable Laws or this Agreement or except in the Ordinary Course of Business; or (iv) accept or enter into, or propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal in respect of the Company or its subsidiary. The Company and its subsidiaries and their respective Affiliates will immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons (other than the Purchaser and its Affiliates and representatives (a “Third Party Bidder”), their respective representatives) conducted heretofore with respect to any transactionof the foregoing, however structuredand in connection therewith the Company will discontinue access to any of its confidential information (and will not establish or allow access to any of its confidential information, resulting or any data room, virtual or otherwise). The Company agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and the Company undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof. The Company will immediately notify the Purchaser in writing upon receipt by the Company, any subsidiary thereof or any Shareholder of any proposal, offer or inquiry regarding an Acquisition Proposal in respect of the Company or its subsidiary, or any amendments to the foregoing or any request for non-public information relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies Company or any individual mall of its subsidiaries or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto for access to the extent that the entry into any such transaction would not require properties, books or otherwise provide for the sale records of the Company Interests owned by or any of its subsidiaries in respect of an Acquisition Proposal for the Contributors other than Company or its subsidiary, which notice will indicate in reasonable detail the LVP Parties or prevent or materially impair the ability identity of the ContributorsPerson making such proposal, offer or inquiry and the terms and conditions of any such Acquisition Proposal, or any other details of the proposal, inquiry or offer known to the Company and as the Group Companies to complete the Contemplated Transactions. The Contributors shallPurchaser may reasonably request, and shall cause the Group Companies toinclude copies of any such proposal, immediately terminate inquiry or offer or any existing discussions with respect to any Potential Transaction and request that all confidential information relating amendment to any of the Group Companies provided foregoing. The Company shall keep the Purchaser promptly and fully informed of the status, including any change to the material terms, of any Third Party Bidder in connection such proposal, inquiry or request and will respond promptly to all reasonable inquires by the Purchaser with a Potential Transaction be promptly returned or destroyedrespect thereto.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur In consideration of the Closing expenses that CleanTech has incurred and will incur in connection with the termination proposed Transaction, the Xxxxxxxx Parties agree that until such time as this memorandum of this Agreement understanding has terminated in accordance with its termsthe provisions of paragraph 5 (such period, the Contributors and LVP REIT shall not"Exclusivity Period"), and shall cause the Group Companies and each neither it nor any of their respective its representatives, officers, employees, directors, officers and representatives not toagents, stockholders, subsidiaries or affiliates (the "Xxxxxxxx Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer from any person or group of persons other than CleanTech and its affiliates (a "Competing Proposal") to acquiredevelop a facility or operation at the Site contemplated by this memorandum of understanding, whether by merger, purchase of stock, purchase of assets, equity interests or other securitiesjoint venture, tender offer or otherwise, all or substantially all provide any non-public information to any third party in connection with a Competing Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with CleanTech. The Xxxxxxxx Parties agree to immediately notify CleanTech if any member of the capital stock Xxxxxxxx Group receives any indications of interest, requests for information or consolidated assets offers in respect of LVP REIT (a “Permitted Transaction”)an Competing Proposal, but LVP REIT may only enter into an agreement with respect thereto and will communicate to CleanTech in reasonable detail the extent that the entry into terms of any such transaction would not require indication, request or otherwise offer, and will provide for the sale CleanTech with copies of the Company Interests owned by the Contributors other than the LVP Parties all written communications relating to any such indication, request or prevent or materially impair the ability offer. Immediately upon execution of the Contributorsthis memorandum of understanding, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors Xxxxxxxx Parties shall, and shall cause the Xxxxxxxx Group Companies to, immediately terminate any and all existing discussions or negotiations with any person or group of persons other than CleanTech and its affiliates regarding a Competing Proposal. The Xxxxxxxx Parties represent that no member of the Xxxxxxxx Group is party to or bound by any agreement with respect to any Potential Transaction and request that all confidential information relating to any a Competing Proposal other than under this memorandum of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedunderstanding.

Exclusivity. For a period of forty-five (a45) During the period commencing on days from the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termshereof, the Contributors and LVP REIT parties' agree that without the others' prior written consent @pos, Crossvue shall notnot (nor will it permit any of its officers, and shall cause the Group Companies and each of their respective directors, officers and members, shareholders, agents, representatives not toor affiliates (collectively "Agents"), to ------ directly or indirectly, take any of the following actions with any party other than @pos and its designees: (xi) knowingly initiate, solicit, discussencourage, negotiate, provide non-public information initiate or participate in any negotiations or discussions with respect to, any offer or respond affirmatively proposal to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of acquire all or substantially all of the equity interests Crossvue's business and properties or assets a majority of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, Crossvue's capital stock whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, or effect any such transaction, (ii) disclose any information not customarily disclosed to any person concerning Crossvue's business and properties or afford to any person or entity access to its properties, books or records, (iii) assist or cooperate with any person to make any proposal to purchase all or substantially all any part of the Crossvue's capital stock or consolidated assets assets, other than inventory in the ordinary course of LVP REIT business, or (a “Permitted Transaction”)iv) enter into any agreement with any person providing for the acquisition of Crossvue (whether by way of merger, purchase of Crossvue capital stock, purchase of assets, or otherwise) Crossvue. In the event Crossvue shall receive any offer or proposal, directly or indirectly, of the type referred to in clause (i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) above, it shall immediately inform @pos of and provide to @pos any such offer or proposal and will cooperate with @pos by furnishing any information it may reasonably request. If an offer is received by @pos, consistent with the fiduciary obligation that @pos may then owe to its stockholders, but LVP REIT may only enter into an agreement with respect thereto to the extent required by applicable law, such offer may be communicated to the Board of Directors of @pos and approved by the Board consistent with their fiduciary duty, provided that @pos will not, except as required by applicable law, provide information to such offeror. @pos will promptly advise Crossvue of the entry into identity of such offeror and communicate to Crossvue the terms of any proposal which it may receive and deliver to Crossvue a copy of any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder offer in connection with a Potential Transaction be promptly returned or destroyedwriting.

Exclusivity. (a) During the period commencing on From the date hereof through of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsterms or the Closing, the Contributors and LVP REIT Seller shall not, and shall not permit or cause the Group Companies and each any of their respective Affiliates, officers, managers, members, directors, officers employees, investment bankers, consultants, advisors, other agents and representatives not toRepresentatives (collectively, “Seller Representatives”), to directly or indirectly, (a) sell or otherwise transfer any equity interests in the Company, all or a material portion of the assets or the properties (including the Property) of the Company (other than inventory in the Ordinary Course of Business), or enter into any agreement to sell or otherwise transfer such an equity interest or all or a material portion of such assets or properties, (b) take any action to solicit, initiate, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer to acquire all or any significant part of the Company or any of its assets, whether by merger, sale of equity interests, joint venture, business combination, sale of assets or real estate or a sale-leaseback, reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (xeach, an “Acquisition Proposal”), (c) disclose or provide any nonpublic information relating to the Company (including this Agreement) in connection with an Acquisition Proposal, (d) afford access to a transaction data room, the properties, books or records of the Company to any third party that has made or is reasonably believed by Seller to be contemplating any Acquisition Proposal, or (e) otherwise cooperate with, or knowingly initiateassist or participate in, solicit, discuss, negotiate, provide non-public information or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquirors or its respective Representatives) with respect to, or respond affirmatively which would reasonably be likely to any inquirieslead to, proposals or offers (whether initiated by them or otherwise)an Acquisition Proposal. Seller shall and shall cause Seller Representatives to promptly cease and cause to be terminated all discussions and negotiations, from any Person other than if any, which have taken place prior to the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), date hereof with respect to any transaction, however structured, resulting in or relating Acquisition Proposal. Notwithstanding anything herein to the acquisition by such Third Party Bidder contrary, if Seller, any of all or substantially all of the equity interests or assets of the Group Companies its Subsidiaries or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any of their respective representatives receives an inquiry, proposal or offer from any Person or group relating to acquireany transaction other than an Acquisition Proposal, whether by including a sale, purchase, merger, purchase of assetsconsolidation, equity interests combination or other securities, tender offer transaction involving Seller or otherwise, all or substantially all any of its Subsidiaries (other than the capital stock or consolidated assets of LVP REIT Company) (a “Permitted TransactionSeparate Proposal”), but LVP REIT may only enter into an agreement with respect thereto to then Seller, any of its Subsidiaries (including the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Company) and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Third Party Bidder Person making such Separate Proposal and any of its representatives, (ii) engage in connection discussions or negotiations with a Potential Transaction be promptly returned any Person making such Separate Proposal and any of its representatives or destroyed(iii) enter into any transaction relating to such Separate Proposal.

Exclusivity. (a) During the period commencing on The Company will not, between the date hereof through and ----------- the earlier to occur of (i) ninety (90) days from the Closing Date hereof and (ii) the termination consummation of this Agreement in accordance a Permitted Transaction or a definitive agreement with its terms, respect to a Permitted Transaction (the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to"Restricted Period"), directly or ----------------- indirectly, through any officer, director, employee, agent, 5% stockholder, partner or otherwise, (xa) knowingly solicit or initiate, solicitor participate in discussions or negotiations with, discussor encourage the submission of bids, negotiateoffers or proposals by (or commence negotiations with or provide any information to), any Person with respect to an acquisition of the Company, its business or assets, or any interest therein, other than Investor, or (b) provide any non-public information concerning the Company, its business or assets, to any Person, other than Investor, except for product developers, distributors, publishers and licensees under agreements with the Company entered into in the ordinary course of business consistent with past practices, and except for the Company's lender. Notwithstanding the foregoing, the Company may entertain a written unsolicited bid or proposal from, and provide non-public information to, any party who delivers such a written bid or proposal with respect toto an acquisition of the Company, its business or respond affirmatively assets, but only if and so long as the Board determines in good faith by a majority vote (with the written concurring and concurrent advice from outside legal counsel) that failing to entertain such written bid or proposal would constitute a breach of the fiduciary duties of the Board under applicable law. The Company shall notify Investor in writing promptly upon receipt of any inquiriesbids, offers or proposals received, written or oral. The Company further agrees that it will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), parties with respect to any transactionthe Company, however structuredits business or assets, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” interest therein. The Company shall not includecommence any proceeding to merge, and this Section 6.13(a) shall not apply toconsolidate, any inquiry, proposal liquidate or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of dissolve the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies obligate itself to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyeddo so.

Exclusivity. (a) During the period commencing The Managing Member, itself and on the date hereof through the earlier to occur behalf of the Closing Company, hereby agrees that, notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, the Future Fund Member, Beneficial Member and their Affiliates shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided, that the holdings of the Future Fund Member and the termination Beneficial Member of this Agreement in accordance such common shares, together with its termsany holdings of their Affiliates (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that the each of the Future Fund Member and the Beneficial Member agrees (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Contributors and LVP REIT shall not, and shall cause Person making the Group Companies and each applicable investment decision is in possession of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide any material non-public information with respect to, relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or respond affirmatively to dispose of any inquiries, proposals such common shares unless the Future Fund Member or offers (whether initiated by them the Beneficial Member have determined that such purchase or otherwise), from any Person other than disposition would not result in a disgorgement of profits under Section 16(b) of the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), Exchange Act with respect to any transactionMember other than the Future Fund Member or the Beneficial Member or their respective Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, however structuredfor example, resulting 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 the Future Fund Member or relating the Beneficial Member, as applicable, 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, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; and (vii) to vote any common shares held by the Future Fund Member, the Beneficial Member and their Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph to any purchase or disposition of common shares of GGP shall be to the acquisition purchase or disposition on a date or within a time period specified by such Third Party Bidder the relevant party. For the avoidance of all or substantially all doubt, Section 12.4 of the equity interests or assets LLC Agreement and this paragraph 35 apply in respect of the Group Companies or Future Fund Member and any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may its Affiliates only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require Future Fund Member or otherwise provide for the sale its Affiliate (as applicable) is acting as custodian of the Company Interests owned by the Contributors other than the LVP Parties Beneficial Member or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedPermitted Transferee.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur In consideration of the Closing expenses that the other Party has incurred and will incur in connection with the termination of Transaction and such other Party's agreement set forth in this Agreement Section 7.6, each Party agrees that until such time as the Transaction has been terminated has terminated in accordance with its termsthe provisions of Section 9.1 (such period, the Contributors and LVP REIT shall not"Exclusivity Period"), and shall cause the Group Companies and each neither it nor any of their respective its representatives, officers, employees, directors, officers and representatives not toagents, stockholders, subsidiaries or affiliates (collectively with respect to such Party, the "Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, any proposal or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), offer from any Person person or group of persons (including members of its Group) other than the Parent Parties other Party (an "Acquisition Proposal") regarding (i) and their Affiliates and representatives merger, asset purchase or securities purchase, the formation of a joint venture, strategic alliance or similar arrangement for the purpose of engaging in a business which is inconsistent with the Transaction, (a “Third Party Bidder”)ii) any transaction that could be preclusive of the Transaction, with respect to any transaction, however structured, resulting in or relating to (iii) the acquisition by such Third Party Bidder of all or substantially all any portion of the equity interests or assets its Assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquireMountain High, whether by merger, purchase of stock, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock (iv) provide any non-public information to any third party in connection with an Acquisition Proposal or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction. Each Party agrees to immediately notify the other Party if any member of its Group receives any indications of interest, requests for information or offers in respect of an agreement with respect thereto Acquisition Proposal, and will communicate to such other Party in reasonable detail the extent that the entry into terms of any such transaction would not require indication, request or otherwise offer, and will provide for the sale it with copies of the Company Interests owned by the Contributors other than the LVP Parties all written communications relating to any such indication, request or prevent or materially impair the ability offer. Immediately upon execution of the Contributorsthis Letter, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors each Party shall, and shall cause the its Group Companies to, immediately terminate any and all existing discussions or negotiations with any person or group of persons other than the other Party and its affiliates regarding an Acquisition Proposal. Each Party represents that no member of its Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Letter. Each Party acknowledges that the other Party will incur significant fees, expenses and costs in reliance on its agreement set forth in Section 7.6. Accordingly, if it or any Potential Transaction other member of its Group breaches any provision of Section 7.6 during the Exclusivity Period, it will indemnify the other Party for an amount equal to all reasonable fees, expenses and request that all confidential information relating to any of the Group Companies provided to any Third costs incurred by such other Party Bidder in connection with a Potential the Transaction be promptly returned (whether incurred before or destroyedafter the date of this Agreement).

Exclusivity. From the date hereof to the Closing, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Sellers shall not, not (and shall cause their Representatives, Affiliates (including the Group Companies Acquired Companies) and each of their respective directors, officers and representatives Affiliates’ Representatives not to) solicit or encourage the initiation or submission of interest, directly offers, inquiries or indirectlyproposals (or consider or entertain any of the foregoing) from any Person (including, (x) knowingly initiatewithout limitation, solicit, discuss, negotiate, provide by way of providing any non-public information with respect toconcerning the Acquired Companies, their assets or respond affirmatively the business to any inquiries, proposals or offers (whether initiated by them Person or otherwise), from initiate or participate in any Person other than negotiations or discussions, or enter into, accept or authorize any agreement or agreement in principle, or announce any intention to do any of the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”)foregoing, with respect to any transactionexpression of interest, however structuredoffer, resulting in proposal to acquire, purchase, license, or relating to the acquisition by such Third Party Bidder of all lease (i) any or substantially all of the equity interests Acquired Companies’ business or assets assets, or (ii) the Interests or any Acquired Company’s capital stock or other securities, in each case whether by stock purchase, merger, consolidation, combination, reorganization, recapitalization, purchase of assets, tender offer, lease, license or otherwise (any of the Group Companies or any individual mall or development project (foregoing, a “Potential Competing Transaction”) and (b) Sellers shall, and shall cause their Representatives and their Affiliate’s Representatives (including Representatives of the Acquired Companies) to, immediately discontinue any ongoing discussions or negotiations (yother than any ongoing discussions with Purchaser) enter into any contract, agreement or arrangement with any Third Party Bidder relating to consummate a Potential possible Competing Transaction; provided, that “Potential Transaction” shall not include, and nothing in this Section 6.13(a) 6.17 shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require prohibit or otherwise provide for restrict the sale Sellers or any of the Company Interests owned by the Contributors their respective Affiliates or Representatives (other than the LVP Parties Acquired Companies) from encouraging, soliciting, participating in, initiating discussions or prevent or materially impair the ability of the Contributorsnegotiations regarding, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions providing information with respect to or engaging in any Potential Transaction and request that all confidential information relating to any sale, merger, combination, joint venture or other business combination transaction of the Group Companies provided Sellers that would not affect the obligations of the Sellers (or their respective successors) to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedconsummate the transactions contemplated hereby.

Exclusivity. Except as expressly provided in any Ancillary Agreement or for Losses arising out of or resulting from fraud by a party with respect to any of such party’s representations and warranties contained in Article III or Article IV, as applicable, from and after the Closing, each party’s sole and exclusive remedy with respect to any and all claims in respect of this Agreement or the transactions contemplated by this Agreement or in respect of the Transferred Subsidiary, KI or the Transferred Share, shall be pursuant to the indemnification provisions set forth in this Article IX or Article X hereof and the remedies in Section 11.15 hereof, it being understood that nothing in this sentence shall operate to interfere with or impede the operation of the provisions of Section 2.03 hereof (including Section 2.03(b)(iii) hereof). In furtherance of the foregoing, each party hereby waives, from and after the Closing, any and all rights, claims and causes of action in respect of this Agreement or the transactions contemplated by this Agreement, whether based on warranty, in contract, or in tort (including negligence or strict liability) or law or otherwise that such party or any of its Indemnified Parties may have against the other party, any of their respective affiliates or any Debt Financing Source or any other person, except for Losses arising out of or resulting from fraud by a party with respect to any of such party’s representations and warranties contained in Article III or Article IV, as applicable, or pursuant to the indemnification provisions set forth in this Article IX or Article X hereof and the remedies in Section 11.15 hereof. Notwithstanding anything to the contrary contained in this Agreement, (a) During the period commencing no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the date hereof through part of Purchaser, on the earlier one hand, or any of the Seller Parties, on the other hand, after the consummation of the transactions contemplated by this Agreement, to occur rescind this Agreement or any of the transactions contemplated hereby; and (b) the Seller Parties hereby waive and agree not to assert, and shall cause their affiliates to waive and not assert, any claims against the Transferred Subsidiary or KI (or any successor thereto) with respect to any liabilities or obligations of the Transferred Subsidiary or KI (or any successor thereto) arising under any Continuing Commercial Arrangement (other than (x) any payment obligations outstanding as of the Closing and reflected in the termination Closing Working Capital and (y) any liabilities or obligations arising with respect to the performance of this Agreement in accordance with its termssuch Continuing Commercial Arrangement following the Closing). No past, present or future Representative, incorporator, member, partner or stockholder of any of the Contributors and LVP REIT shall not, and shall cause the Group Companies and each Seller Parties or any of their respective directorsaffiliates shall have any liability, officers and representatives not towhether based on warranty, directly in contract or indirectly, in tort (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, including negligence or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”strict liability) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require law or otherwise provide for the sale any obligations or liabilities of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to Seller Parties or any Third Party Bidder of its respective affiliates arising under, in connection with a Potential Transaction be promptly returned or destroyedrelated to this Agreement or for any claim based on, in respect of or by reason of the Acquisition, including any alleged non-disclosure or misrepresentations made by any such persons.

Exclusivity. (a) During From and after the period commencing on the execution date hereof through of this Agreement and until the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with Agreement: (a) the Company, each of its termsSubsidiaries, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective Affiliates, employees, directors, officers officers, investment bankers and other representatives not toand 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 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 Agents shall not, directly or indirectly, (xi) knowingly initiatetake any action to facilitate the making of, solicit, discussencourage, negotiate, provide non-public information with respect toinduce, or respond affirmatively to initiate any inquiriesAcquisition Proposal, proposals or offers (whether initiated by them or otherwise), from ii) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement relating to the acquisition by such Third Party Bidder of all an Acquisition Proposal; or substantially all of the equity interests release any Person from, waive any provisions of, or assets of the Group Companies or fail to enforce any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, confidentiality agreement or arrangement with standstill agreement to which the Company is a party. For purposes of this Section, “Acquisition Proposal” shall mean any Third Party Bidder inquiry, offer or proposal (other than an inquiry, offer or proposal from Parent or Transitory Subsidiary) that could reasonably be expected to consummate a Potential lead to an Acquisition Transaction; provided, that and “Potential Acquisition Transaction” shall not include, and this Section 6.13(a) shall not apply to, mean any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests consolidation or other securitiesbusiness combination involving the Company or any of its Subsidiaries or any sale, tender offer lease, exchange, transfer or otherwise, all or substantially all other disposition of the capital stock (or consolidated assets of LVP REIT (a “Permitted Transaction”other equity securities), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require assets or otherwise provide for the sale business of the Company Interests owned by the Contributors Company, or any of its Subsidiaries, other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedas contemplated by this Agreement.

Exclusivity. Except as required by Law or an Order, neither Seller, Elemental nor any Equityholder will, and each will cause the NFPs and each of its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and agents or Affiliates not to, (a) During directly or indirectly solicit, initiate, knowingly encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the period commencing on the date hereof through the earlier making of any proposal which constitutes, or would reasonably be expected to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not lead to, directly any acquisition or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securitiessecurities of Sellers, Elemental or NFPs or any tender offer or otherwiseexchange offer, all or merger, consolidation, business combination, joint venture, sale of substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)assets, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving a Company Party, or any other transaction, the Company Interests owned by the Contributors other than the LVP Parties or consummation of which would reasonably be expected to prevent or materially impair delay the ability consummation of the Contributorstransactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of a Company Party in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to do or seek any of the foregoing without the prior written consent of the MMT Parties. Sellers and Elemental will, and the Group Companies to complete the Contemplated Transactions. The Contributors shallEquityholders will cause Sellers and Elemental to, and each shall cause the Group Companies NFPs to, immediately promptly terminate any existing discussions with respect to or negotiations regarding an Alternate Transaction Proposal. Sellers and Elemental will, and the Equityholders will cause Sellers and Elemental to, and each will cause the NFPs to, promptly notify the MMT Parties in the event that a Company Party, any Potential Transaction and request that all confidential information relating to Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the Group Companies provided to any Third Party Bidder in connection with identity of the Person indicating such interest or making such Alternate Transaction Proposal and a Potential Transaction be promptly returned or destroyedcopy thereof.

Exclusivity. (a) During the period commencing on From and after the date hereof through of this Agreement until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsAgreement, none of the Existing Member, the Contributors and LVP REIT shall notCompany, or any of their respective Affiliates shall, directly or indirectly, and shall cause the Group Companies and each of their respective directors, officers and representatives Representatives not to, directly or indirectly: (a) make any Competing Proposal or join with, or invite, any Person or group of Persons to be involved in the making of any Competing Proposal; (xb) knowingly initiateprovide any information regarding the Company, Opco or any of their Affiliates or afford access to the assets, business, properties or Books and Records to any Person or groups of Persons, in each case, for the purpose of assisting with, facilitating or encouraging a Competing Proposal; (c) solicit, discussknowingly encourage, negotiateknowingly facilitate, provide non-public information with respect toknowingly induce, or respond affirmatively to enter into any inquiries, proposals negotiation or offers (whether initiated by them or otherwise), from discussion with any Person other than the Parent Parties and their Affiliates and representatives or group of Persons regarding a Competing Proposal; (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (yd) enter into any contractletter of intent, agreement in principle, acquisition agreement, or arrangement with any Third Party Bidder other Contract or arrangement, whether written or oral, relating to any Competing Proposal; (e) provide, arrange, offer to provide, or otherwise knowingly assist in the provision of equity or debt financing in respect of any Competing Transaction or Competing Proposal; or (f) consummate a Potential any Competing Transaction; provided, however, that “Potential Transaction” shall not includethe New Member hereby acknowledges that prior to the date of this Agreement, Opco has provided information relating to Opco and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Competing Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Competing Transaction without any breach by Opco of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all 6.09. Each of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsExisting Member, the Company Company, and the Group Companies to complete the Contemplated Transactions. The Contributors their respective Affiliates shall, and shall cause the Group Companies toeach of their respective Representatives, to immediately terminate cease and suspend any existing discussions or negotiations with any Person conducted heretofore with respect to any Potential Transaction Competing Proposal. Notwithstanding the foregoing, the Existing Member and request that all confidential information relating the Company may respond to any of unsolicited proposal regarding a Competing Transaction by indicating that the Group Companies provided Existing Member and the Company are subject to an exclusivity agreement and is unable to provide any Third Party Bidder information related to Opco or the Company or entertain any proposals or offers or engage in connection with any negotiations or discussions concerning a Potential Competing Transaction be promptly returned or destroyedfor as long as that exclusivity agreement remains in effect.

Exclusivity. In consideration of the above, the Company shall not, directly or indirectly, through any director, officer, member, manager, employee, agent, creditor, representative or otherwise (aand each of said parties shall use reasonable efforts to insure such persons shall not directly or indirectly) During (i) solicit, initiate or encourage the period commencing on submission of inquiries, proposals or offers from any person or entity relating to (x) any business combination with respect to the Company or the business of the Company; or (y) the sale of any of the assets and/or securities of the Company (an "Alternative Transaction"), (ii) enter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, regarding any Alternative Transaction, or furnish to any other person or entity any information with respect to the assets or business of the Company or its business for the purposes of pursuing a possible Alternative Transaction with any other party, or (iii) otherwise participate in, assist, facilitate or encourage any effort or attempt by any other person or entity to do any of the foregoing. The Company shall promptly notify the Purchaser of any proposal or inquiry made to it or any of its directors, officers, members, managers, creditors, employees, agents, representatives, or otherwise with respect to any of the foregoing. The foregoing exclusivity shall terminate upon the earlier of the Closing, or the Outside Closing Date, or the date hereof through Purchaser terminates this Agreement, provided, however, that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Purchaser not fulfilling its obligations provided for herein, including without limitation, the loan described in Section 2(i) above, the Company shall be released from its obligations hereunder and this Agreement shall be terminated and have no further force and effect, and provided, further that if the Transaction has not been consummated prior to the Outside Closing Date as a result of the Company not fulfilling its obligations provided for herein, including without limitation, those provided for in Sections 2(iv), (v) and (vii), the exclusivity shall continue until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than Purchaser or 60 days after the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedOutside Closing Date.

Exclusivity. From and after the Effective Date (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of unless this Agreement in accordance with its termsis terminated pursuant to Article VIII), the Contributors and LVP REIT shall notneither Seller nor Owners shall, and shall cause the Group Companies and each not authorize any of their respective directorsAffiliates, officers and agents, representatives not or employees to, directly or indirectly, (xi) knowingly initiateencourage, solicit, discussinitiate, negotiate, provide non-public information with respect to, facilitate or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, continue inquiries regarding any inquiry, proposal or offer from any Person (other than Buyer, Parent or any of their Affiliates) relating to acquirethe direct or indirect disposition, whether by mergersale, purchase of assets, equity interests or other securities, tender offer merger or otherwise, of all or substantially all any portion of the capital stock Business or consolidated assets of LVP REIT the Purchased Assets (a each, an “Permitted TransactionAcquisition Proposal”), but LVP REIT may only (ii) enter into an agreement with respect thereto to the extent that the entry discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal, or (iii) enter into any such transaction would agreements or other instruments (whether or not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company binding) regarding an Acquisition Proposal. Seller and the Group Companies Owners shall immediately cease and cause to complete the Contemplated Transactions. The Contributors shallbe terminated, and shall cause the Group Companies their Affiliates and all of their respective agents, representatives and employees to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, immediately terminate or that could lead to, an Acquisition Proposal. Seller shall promptly (and in any existing discussions event within three Business Days after receipt thereof by Seller, Owners or their respective Affiliates, agents, representatives or employees) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Potential Transaction Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and request that all confidential information relating to any conditions of such request, Acquisition Proposal or inquiry, and the identity of the Group Companies provided Person making the same. Seller and each Owner agree that the rights and remedies for noncompliance with this Section 6.13 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 any Third Party Bidder in connection with a Potential Transaction be promptly returned Buyer and Parent and that money damages would not provide an adequate remedy to Buyer or destroyedParent.

Exclusivity. (a) During In the period commencing on the date hereof through the earlier event that any Member "sources" an opportunity to occur acquire a property and casualty reinsurance company (but, for purposes of the Closing and the termination of this Agreement clarification, not including Lloyd's syndicates) in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide nonrun-public information with respect to, or respond affirmatively to any inquiries, proposals or offers off (whether initiated by them stock purchase, complete loss portfolio transfer or otherwise), from any Person other than the Parent Parties Company shall have the right, but not the obligation, to provide all the capital and their Affiliates and representatives run-off services in connection with the acquisition of such reinsurance company to the extent there is an opportunity to provide such capital or run-off services based on the outcome of necessary commercial negotiations. If the Company declines to so participate, such Member may proceed with such acquisition on its own (a “Third Party Bidder”)or, in its discretion, with respect to any transactionother investors, however structuredincluding, resulting in or relating without limitation, other Members) on terms no more favorable than those offered to the Company, provided, however, that in the event such opportunity is an entity principally engaged in the acquisition of property and casualty reinsurance companies in run-off and the Company elects not to participate in such opportunity, such Member will not proceed with such opportunity. In addition, for purposes of clarification and not by way of limitation, the restriction contained in this Section 5.6 shall not be applicable to Trident and Enstar in the event that the reinsurance company or promoter of such Third Party Bidder transaction is unwilling to proceed with a transaction involving the Company and instead specifically values the participation of all a specific Member, in which case Trident or substantially all of Enstar, as the equity interests case may be, shall be permitted to make an investment in such reinsurance company or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactiontransaction; provided, that “Potential Transaction” shall not includethat, and this Section 6.13(a) shall not apply toif, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into following any such transaction would not require or otherwise provide for the sale investment, a direct conflict of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, interest between the Company and the Group Companies applicable reinsurance company results, Trident or Enstar, as the case may be, shall recuse itself from any board decision of the Company to complete resolve such conflict of interest, and; provided further that, in the Contemplated Transactionsevent such opportunity is an entity principally engaged in the acquisition of property and casualty reinsurance companies in run-off and the Company elects not to participate in such opportunity, the foregoing exception to this Section 5.6 shall not apply. The Contributors shallTrident's and Enstar's obligations under this Section 5.6 shall terminate upon the earlier of (x) the time they cease to have any outstanding Commitment to the Company under the Purchase Agreement, including, without limitation, because of such Person's payment of the Commitment Termination Amount under the Purchase Agreement and (y) if, for any reason, the full-time services (in the manner contemplated by such Person's Employment Agreement) of (1) Silvester are no longer available to the Company and its Subsidiaries or (2) Packer and O'Xxxx are no longer available to the Company and its Subsidiaries. Nothing contained in this Section 5.6(a) shall cause limit the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to restrictive covenants contained in Section 8 of the Purchase Agreement or Section 6 of any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedEmployment Agreements.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT SHB shall not, and nor shall cause the Group Companies and each it permit any Affiliate of their respective directorsSHB or any officer, officers and representatives not director or employee of any of them, or any investment banker, attorney, accountant or other representative retained by SHB or any SHB Affiliate to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiate, provide non-public information with respect toinitiate or engage in discussions or negotiations with, or respond affirmatively to requests for information, inquiries, or other communications from, any person other than TFC concerning the fact of, or the terms and conditions of, this Agreement, or concerning any acquisition of SHB, any SHB Subsidiary, or any assets 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 offers communications are received from any person other than TFC. If, and only to the extent that, (whether initiated by them or otherwisei) the SHB Board reasonably determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for the directors of SHB to 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 no Acquisition Proposal shall be considered a Superior Proposal unless, during the three (3) day period following TFC's notification of the Superior Proposal, 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), from any Person other than the Parent Parties and their Affiliates and representatives SHB may (a “Third Party Bidder”), 1) furnish information with respect to SHB to any transaction, however structured, resulting in or relating person making such Acquisition Proposal pursuant to the acquisition a customary confidentiality agreement (as determined by such Third Party Bidder of all or SHB after consultation with its outside legal counsel) on terms substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not includesimilar to, and this Section 6.13(a) shall not apply tono less favorable to TFC than, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into terms contained in any such transaction would not require agreement between SHB and TFC, (2) participate in discussions or otherwise provide 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 the sale SHB shareholder approval of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedthis transaction.

Exclusivity. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period commencing beginning on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsand continuing until 12:01 a.m. (New York time) on the thirty-first (31st) day after the date of this Agreement (such period, the Contributors “Go Shop Period”), Athena, its Subsidiaries and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers Affiliates and representatives not to, directly or indirectly, Representatives shall have the right to (xi) knowingly initiate, solicit, discussfacilitate and encourage any inquiry or the making of any proposal or offer that constitutes, negotiateor could reasonably be expected to lead to, a Company Competing Proposal (as defined below), (ii) provide information (including non-public information) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Group Companies to any Persons (and their Representatives, including potential financing sources) relating to a potential Company Competing Proposal; provided that (x) prior to receiving any non-public information or access, any such Person must be party to an Acceptable Confidentiality Agreement (and Athena shall promptly (and in any event within twenty-four (24) hours) provide written notice to Sapphire of its entry into an Acceptable Confidentiality Agreement), (y) Athena shall provide to Sapphire any such non-public information that is provided to any such Person(s) that was not previously made available to Sapphire prior to or substantially concurrently with the time it is provided to such Person(s) and (z) any such non-public information shall be provided to such Person(s) only in accordance with applicable Laws (including by providing all or a portion of any competitively sensitive information pursuant to, and in accordance with, an Acceptable Antitrust Protocol); and (iii) engage in, enter into or otherwise participate in any discussions or negotiations with any Persons that are party to an Acceptable Confidentiality Agreement (and their respective Representatives, including potential financing sources) with respect to, or respond affirmatively to any Company Competing Proposals (or inquiries, proposals or offers (whether initiated by them or otherwise)other efforts that constitute, from any Person other than the Parent Parties or could reasonably be expected to lead to, a Company Competing Proposal) and their Affiliates and representatives (a “Third Party Bidder”), cooperate with respect to any transaction, however structured, resulting or assist or participate in or relating to the acquisition by facilitate any such Third Party Bidder of all inquiries, proposals, offers, discussions or substantially all of the equity interests or assets of the Group Companies negotiations or any individual mall effort or development project (a “Potential Transaction”) or (y) enter into attempt to make any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedCompeting Proposals.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT The Company shall not, and the Company shall cause the Group Companies and require each of their respective its officers, directors, officers employees, representatives and representatives agents not to, directly or indirectly, (xi) knowingly initiate, solicit, discussengage in, negotiateencourage or otherwise facilitate any inquiry, provide proposal, negotiation 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, or (ii) subject to the following sentence, furnish any non-public information with respect toconcerning the business, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests properties or assets of the Group Companies Company, any Subsidiary or any individual mall or development project division of the Company to any party, other than (a “Potential Transaction”A) pursuant to the existing contractual obligations of the Company set forth on Schedule 4.7, (B) the Buyer or (yC) enter into existing or potential Power Links partners, customers, consultants, vendors or suppliers in the Ordinary Course of Business; provided that, subject to the following sentence, nothing herein shall be deemed to prohibit any contractdirector of the Company who is a representative of a Company Stockholder on the Company’s board of directors, agreement from disclosing any such information to such Company Stockholder’s officers, directors, managers, general partners or arrangement financial or legal advisors if such recipients reasonably need to know such information and are bound by a professional duty or a contractual obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, the Company shall not, and the Company shall require each of its officers, directors, employees, representatives and agents not to, directly or indirectly 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 with any Third Party Bidder intention to consummate a Potential Transaction; providedinitiate, that “Potential Transaction” shall not includesolicit, and this Section 6.13(a) shall not apply to, encourage or otherwise facilitate any inquiry, proposal or offer to acquireproposal, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all discussion of the capital stock or consolidated assets of LVP REIT nature described in clause (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedi) above.

Exclusivity. Seller shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Persons (aother than Buyer) During with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. From and after the period commencing on the date hereof through Effective Date until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsARTICLE VII, the Contributors and LVP REIT Seller Stockholders shall not, and Seller shall not and [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission Exhibit 2.1 shall cause the Group Companies its Subsidiaries not to, and each of shall direct their respective directors, officers and representatives Representatives not to, directly or indirectly, (xi) knowingly initiate, solicitfacilitate, discusssolicit or encourage (including by way of furnishing non-public information), negotiatedirectly or indirectly, provide inquiries or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate, engage or participate in any way with any third party in any discussions or negotiations regarding, or furnish or disclose any non-public information with respect to any third party in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, or respond affirmatively any Acquisition Proposal (except to any inquiries, proposals or offers (whether initiated by them or otherwisenotify such third party of the existence of the provisions of this Section 5.6), from or (iii) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transactionAcquisition Proposal or approve or resolve to approve any Acquisition Proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractagreement, agreement arrangement or arrangement with understanding that would require any Third Party Bidder Seller Stockholder or Seller to abandon, terminate or fail to consummate a Potential Transaction; providedthe transactions contemplated by this Agreement. Without limiting the foregoing, it is agreed that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquireviolation of the foregoing restrictions by any Representative, whether by mergeror not such Person is purporting to act on behalf of Seller or any of its Subsidiaries, purchase of assets, equity interests or other securities, tender offer or otherwise, all will be deemed to be a breach of this Section 5.6 by Seller, and Seller will cause its Representatives to comply with the terms of this Section 5.6. From and after the Effective Date until the earlier of Closing or substantially all the termination of the capital stock or consolidated assets of LVP REIT this Agreement, Seller Stockholders and Seller shall promptly (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto and in any event within one calendar day following and three Business Days prior to the extent that the entry into providing any such transaction would not require Person with any information) notify Buyer in the event that Seller or otherwise provide Seller Stockholder receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for the sale of the Company Interests owned non-public information relating to Seller or its Subsidiaries by the Contributors other than the LVP Parties any Person that informs Seller, its Subsidiaries or prevent its Representatives that such Person is considering making, or materially impair the ability of the Contributorshas made, the Company an Acquisition Proposal; or (iii) any request for discussions or negotiations relating to a possible Acquisition Proposal. Such notice shall be made orally and the Group Companies to complete the Contemplated Transactions. The Contributors shallconfirmed in writing, and shall cause indicate the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction material terms and request that all confidential information relating to any conditions thereof and the identity of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned other party or destroyedparties involved.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Closing, the Contributors and LVP REIT Seller shall not, and shall cause the Group Companies their Affiliates, managers, employees, advisors, representatives, and each of their respective directors, officers and representatives agents not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect tofacilitate, accept or respond affirmatively to discuss any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer by a third party (an “Acquisition Proposal”) to acquireacquire all or any significant part of the Business or the System, whether by merger, purchase of equity interests, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT otherwise (a “Permitted TransactionThird Party Acquisition”), but LVP REIT may only or provide any nonpublic information to any third party in connection with an Acquisition Proposal or a Third Party Acquisition, or enter into an agreement with respect thereto any agreement, arrangement or understanding requiring Seller to abandon, terminate or fail to consummate the extent that transactions contemplated hereby. The Seller shall take the entry into any necessary steps to inform each of their representatives, officers, advisers, agents, trustees, and Affiliates (all such transaction would not require or otherwise provide for Persons, the sale “Seller Group”) of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability obligations undertaken in this Section 6.7 and will cause each member of the ContributorsSeller Group to promptly notify (but in any event within 24 hours), orally and in writing, the Company and Purchaser (through the Group Companies to complete the Contemplated Transactions. The Contributors shallSeller) if they receive any indication of interest, and shall cause the Group Companies to, immediately terminate any existing discussions request for information or offer with respect to any Potential Transaction Acquisition Proposal or Third Party Acquisition, which notice shall include the identity of the parties, price and request other material terms thereof and copies of any proposals, expressions of interest or other related documentation. The Seller represents that all no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal or a Third Party Acquisition other than under this Agreement and the Seller is not pursuing any discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or Third Party Acquisitions. To the extent Seller has provided confidential information relating with respect to the Business to any of potential acquirer in the Group Companies provided last twelve (12) months, such Seller shall request such potential acquirer(s) to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedreturn all such confidential information to such Seller.

Exclusivity. Between the date of this Agreement and the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and (b) the termination of this Agreement in accordance with its termsthe Agreement, the Contributors and LVP REIT Seller shall not, and shall cause the Group Acquired Companies and each of their its respective Affiliates, officers, directors, officers and managers, representatives (in their capacity as such) or agents (in their capacity as such) not to, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase, directly or indirectly, of all or any portion of the Capital Stock of any of the Acquired Companies or any ownership interest in any of the Acquired Companies or any substantial assets of the Acquired Companies (xexcluding sales of assets in the Ordinary Course of Business), (B) knowingly initiateinitiate or consummate any merger, solicitliquidation, discussconsolidation or other business combination with Seller or any of the Acquired Companies or (C) enter into a recapitalization, negotiatereorganization or any other extraordinary business transaction involving or otherwise relating to Seller or any of the Acquired Companies or (ii) participate in any discussions, provide non-public conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or respond affirmatively otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionforegoing; provided, however, that “Potential Transaction” transactions with Buyer or its Affiliates and the transactions contemplated by Section 5.17 (Redemption of Lantana Preferred Stock) hereof shall not include, and be violations of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions5.7. The Contributors Seller shall, and shall cause the Group Companies toits Affiliates, officers, directors, managers, representatives (in their capacity as such) and agents (in their capacity as such) to immediately terminate cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any existing discussions Persons conducted heretofore with respect to any Potential Transaction of the foregoing. Seller shall not, and request that all confidential information relating shall cause its Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller or any of the Group Companies provided to any Third Party Bidder its Affiliates is a party entered into in connection with a Potential Transaction be promptly returned or destroyedproposed acquisition of the Acquired Companies.

Exclusivity. (a) During the period commencing on Except as provided in Section 1(b) below, for sixty (60) days after the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms(the "Termination Date"), the Contributors Company, its subsidiaries and LVP REIT shall not, affiliates and shall cause the Group Companies and each of their respective directors, officers officers, advisors, representatives and representatives other agents shall not directly or indirectly (i) solicit, initiate, encourage, facilitate the submission of or entertain any proposals or offers relating to, directly or indirectly, (xii) knowingly initiate, solicit, discuss, negotiate, provide non-public any information with respect to, or respond affirmatively to any inquiriesthird party in response to any submissions, proposals or offers relating to, (whether initiated by them iii) engage in any negotiations or otherwise)discussions with any person or entity relating to, from or (iv) otherwise cooperate in any Person way with any person in connection with (such actions being individually and collectively referred to herein as "Marketing") any acquisition, merger, recapitalization, liquidation, dissolution or any similar transaction involving all or any material portion of the Company, its business or assets or all or any material portion of the Company's capital stock or other equity interests, other than the Parent Parties Transaction. The Company shall promptly notify Edgecliff of any such proposals or offers made on or prior to the Termination Date. From and after the date of this letter until the Termination Date, the Company, its subsidiaries and affiliates and their Affiliates respective directors, officers, advisors, representatives and representatives other agents shall not directly or indirectly take any other action (a “Third Party Bidder”or fail to take any required action) or permit any person on its behalf to take any other action (or fail to take any required action) that would be inconsistent with, delay or adversely affect the consummation of the Transaction. Nothing contained in this paragraph, however, shall prevent the Company's Board of Directors (the "Board"), with respect to any transactionif they determine in good faith that their fiduciary duty so requires, from (A) considering a Superior Offer (as defined below) which had not been directly or indirectly solicited, initiated or encouraged by the Company, its subsidiaries or affiliates, or their respective directors, officers, advisors, representatives and other agents on or after the date of this Agreement; provided, however structuredthat the Company shall promptly notify Edgecliff (and continuously update such notification upon Edgecliff's request) of the receipt of any such offer, resulting of the status of the Board's consideration thereof and of any actions taken in or relating connection therewith; provided, further, that the Purchaser does not make, within five (5) days of receipt of the Company's written notification of the intention of the Board to consider such a Superior Offer, an offer that the Board determines, in good faith after consultation with its financial advisors, is at least as favorable to the acquisition by such Third Party Bidder of all or substantially all stockholders of the equity interests Company as the Superior Offer or assets (B) providing information to a third party in response to a Superior Offer or an indication of interest from a third party (but not taking any other action proscribed by this Section 1); provided, however that (x) the Group Companies or any individual mall or development project (Board determines that such third party is capable of providing a “Potential Transaction”) or Superior Offer following receipt of such information, (y) enter into any contract, such third party executes a confidentiality agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale in favor of the Company Interests owned containing substantially the same terms, including the "standstill" provisions, as the confidentiality agreement previously executed by the Contributors other than the LVP Parties or prevent or materially impair the ability Edgecliff in favor of the Contributors, the Company and (z) the Group Companies to complete the Contemplated Transactions. The Contributors shall, and Company shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any promptly notify Edgecliff of the Group Companies provided request to receive such information and of any Third Party Bidder action taken in connection with a Potential Transaction be promptly returned or destroyed.such request including confirmation that the confidentiality agreement has been executed by such third party pursuant to clause (y) of this sentence. For purposes of this Agreement, the term "

Exclusivity. (a) During Seller grants to Buyer the period commencing on exclusive right to acquire the SME Business and the Acquired Assets unless and until this Agreement is validly terminated as provided in Section 8.1. From the date hereof through of this Agreement until the earlier to occur of the Closing Date and the valid termination of this Agreement as provided in accordance with its termsSection 8.1, the Contributors and LVP REIT Seller shall not, and shall cause the Group Companies and each of their respective its stockholders, directors, officers employees, managers and representatives not affiliates to not, (a) solicit, initiate, encourage, seek, negotiate, discuss or accept (or enter into any agreement with respect to) any proposal or offer to invest in, acquire or purchase (directly or indirectly, by way of merger, consolidation, stock purchase, asset purchase or otherwise) (xi) knowingly initiatesubstantially all of the assets of the Seller that do not constitute the Acquired Assets (the “Non-SME Assets”) (a “Non-SME Asset Sale”), solicit(ii) a majority of, discussor all of, negotiatethe outstanding capital stock of Seller (a “Controlling Stock Sale”), provide non-public or (iii) any of the Acquired Assets or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or respond affirmatively participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any inquiries, proposals of the foregoing. In the event that Seller receives an unsolicited offer from a third party for a Non-SME Asset Sale or offers a Controlling Stock Sale (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a an “Third Party BidderAcquisition Proposal”), Seller will promptly notify Buyer in writing of the identity of the proposed acquiror and the material terms (including price) in the Acquisition Proposal. Notwithstanding anything to the contrary, the board of directors of Seller may, in response to a bona fide unsolicited Acquisition Proposal from a third party that does not otherwise result from a breach of this Agreement, (x) (i) furnish information with respect to any transaction, however structured, resulting in or relating Seller to the acquisition by person making such Third Party Bidder Acquisition Proposal and its representatives (including providing to such person a copy of all or substantially all of this Agreement and the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not includeTransition Services Agreement), and this Section 6.13(a(ii) shall not apply to, any inquiry, proposal participate in discussions or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of negotiations with the capital stock or consolidated assets of LVP REIT person making such Acquisition Proposal and its representatives regarding such Acquisition Proposal and (a “Permitted Transaction”y)(i), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. (a) During the period commencing on the date hereof through the earlier Prior to occur of the Closing and the termination of Date, or until this Agreement is terminated in accordance with its terms, the Contributors and LVP REIT Seller shall not, and Seller shall cause the Group Companies Bank not to, and each of their Seller shall use all reasonable efforts to cause Seller’s and Bank’s respective officers, employees, directors, officers and agents or representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiatefacilitate or initiate discussions or engage in negotiations with, or provide non-public information with respect to, or respond affirmatively authorize any financial advisor or other Person to solicit, encourage, facilitate or initiate discussions or engage in negotiations with, or provide information to, any inquiriesPerson (other than Purchaser or a Purchaser Representative) concerning any potential sale of capital stock of, proposals or offers 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 (whether initiated and in any event within two (2) Business Days after receipt thereof by them Seller or otherwiseany Affiliate) advise Purchaser orally and in writing of any proposal of the kind described in this Section 5.4 (including the proposed terms thereof), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), request for information with respect to any transactionsuch proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions inquiry with respect to any Potential Transaction and request that all confidential information relating to any or which could result in a proposal of the Group Companies kind described in this Section 5.4; provided that Seller shall have no such obligations with respect to proposals, requests or inquiries solely with respect to Excluded Assets or Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Purchaser and Seller agree that the sole right and remedy for noncompliance with this Section 5.4 is to have such provision specifically enforced by any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.court having equity jurisdiction; it being acknowledged and agreed that any such breach will cause irreparable injury to Purchaser and that money damages will not provide an adequate remedy to Purchaser. ARTICLE VI

Exclusivity. (a) During Notwithstanding anything to the period commencing on contrary, all remedies whatsoever sought by Buyer Indemnified Parties, their affiliates, the date hereof through Company or anyone acting to their behalf in connection with this Agreement and under any law, whether in contracts, torts, restitution or otherwise, shall be subject to the earlier to occur limitations in Section 9.2. Indemnification under Section 9.2 shall be the sole and exclusive remedy of the Closing Indemnified Parties, their affiliates, the Company or anyone acting to their behalf for a breach of the representations, warranties, covenants and agreements in this Agreement and the termination Indemnified Parties shall not be entitled to any further remedies in respect thereof under Applicable Law or otherwise, all of which Indemnified Parties hereby waives, provided (i) that Indemnified Party shall be entitled to seek specific performance and other equitable remedies (ii) nothing set forth in this Agreement in accordance with its termsshall limit the rights, remedies and claims of the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Indemnified Party Bidder”), with respect to any transactionfraud or willful misconduct by any Indemnifying Party. Without derogating from the generality of the forgoing and other than in the event of fraud or willful misconduct, however structuredBuyer, resulting in or relating on behalf of itself and Buyer Indemnified Parties, their affiliates, the Company (to the acquisition maximum extent permitted by such Third Party Bidder law), its directors, officers, employees and/or anyone acting on their behalf, hereby unconditionally and irrevocably waives any demand and/or claim of all any kind whatsoever they may have against any officers or substantially all directors of Seller Parties and the Company with respect to the period prior to Closing, regardless of the equity interests or assets form of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any action, whether in contract, agreement or arrangement with any Third Party Bidder tort (including but not limited to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(anegligence) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all including claims for breach of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)duty, but LVP REIT may only enter into an agreement with respect thereto to the extent provided that the entry into any such transaction would not require or otherwise provide for the sale of claims by the Company Interests owned that are not permitted by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributorslaw to be waived, the Company and the Group Companies shall be subject to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedlimitations under this Section 9.

Exclusivity. Until the earlier of (ai) During the period commencing on Closing or (ii) the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to the provisions of Section 9.1 hereof, HBF and the Contributors Shareholders, jointly and LVP REIT severally, agree that they shall not, and not (nor shall cause the Group Companies and each they permit any of their respective officers, directors, officers and agents, representatives not or affiliates to, ) directly or indirectly, take any of the following actions with any party other than Purchaser and its designees: (xa) knowingly initiate, solicit, discussencourage, negotiateinitiate or participate in any inquiry, provide non-public information with respect to, negotiations or respond affirmatively to discussions or enter into any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in offer or relating proposal to the acquisition by such Third Party Bidder acquire any portion of all or substantially all of the equity interests or assets of the Group Companies HBF's business and properties or any individual mall shares of HBF Capital Stock (whether or development project (a “Potential Transaction”not outstanding) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests tender offer or other securitiesotherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to such person concerning HBF's business, technologies, or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the HBF Capital Stock or HBF's assets or (d) solicit, negotiate or enter into any agreement with any person providing for the acquisition of HBF (whether by way of merger, purchase of assets, tender offer or otherwise). In the event HBF or any Shareholder shall receive, all prior to the Closing or substantially all the termination of this Agreement, any offer or proposal, directly or indirectly, of the capital stock type referred to in clause (a) or consolidated assets of LVP REIT (a “Permitted Transaction”)c) above, but LVP REIT may only enter into an agreement with respect thereto or any request for disclosure or access pursuant to clause (b) above, HBF and the Shareholders shall immediately inform Purchaser as to any such offer or proposal, including information as to the extent identity of the offeror or the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. The parties hereto agree that irreparable damage would occur in the event that the entry into any such transaction would provisions of this Section 5.2 were not require performed in accordance with their specific terms or were otherwise provide for breached. It is accordingly agreed by HBF and the sale Shareholders that Purchaser shall be entitled to seek an injunction or injunctions to prevent breaches of the Company Interests owned by provisions of this Section 5.2 and to enforce specifically the Contributors other than the LVP Parties or prevent or materially impair the ability terms and provisions hereof in any court of the ContributorsUnited States or any state having jurisdiction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect this being in addition to any Potential Transaction and request other remedy to which Purchaser may be entitled at law or in equity. Without limiting the foregoing, it is understood that all confidential information relating to any violation of the Group Companies provided restrictions set forth in this Section 5.2 by any officer, director or employee of HBF or a Shareholder or any investment banker, attorney or other advisor or representative of HBF or a Shareholder shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 5.2.

Exclusivity. (a) During Neither Sellers, nor the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsCompany will, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each nor will they permit any of their respective Affiliates or their or such Affiliates’ respective officers, directors, officers employees, agents and representatives not toor anyone else acting for them or their Affiliates, directly or indirectly, to: (xa) knowingly supply any third party or other Person with information which could reasonably be expected to lead to a Third Party Acquisition or to inquiries or proposals with respect thereto; (b) initiate, solicit, discussencourage, negotiate, provide non-public information accept or discuss any transaction or series of related transactions with a third party or other Person (other than the Buyer and its Affiliates) involving any recapitalization, restructuring, financing, merger, consolidation, sale or encumbrance or other business combination transaction or extraordinary corporate transaction of the Company or all or any significant part of the assets or equity or the business and properties of Company or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the acquisition of the Company by Buyer contemplated hereby (any transaction described in this clause (b) is referred to as a “Third Party Acquisition”); or (c) enter into any Contract, agreement, arrangement or understanding with a third party or other Person that would have the effect of causing the Sellers to or would otherwise delay, abandon or terminate the acquisition of the Company by the Buyer contemplated hereby, provided, however, that, subject to the provisions set forth in Section 5.1 above, nothing herein shall preclude the Company or the Sellers from engaging in usual and customary business development, collaboration or licensing activities that would not reasonably be expected to preclude or have a material adverse effect on the proposed transaction. Neither the Sellers, nor the Company is engaged in any current discussions or negotiations with any Third Party or Person relating to a Third Party Acquisition or which could possibly result in a Third Party Acquisition. The Sellers and the Company shall promptly advise the Buyer of any inquiry, indication of interest or proposal with respect to, or respond affirmatively that could reasonably be expected to lead to, a Third Party Acquisition or any inquiriesrequest for nonpublic information relating to the Company or any of its Subsidiaries (including the identity of the person making or submitting such, proposals inquiry, indication of interest, proposal or offers (whether initiated by them or otherwiserequest), from and thereafter shall keep the Buyer fully and promptly informed as to the status of, and any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), developments with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedsame.

Exclusivity. (a) During Neither the period commencing on the date hereof through the earlier to occur Company nor any of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers or employees shall, and the Company shall use its best efforts to ensure that none of its representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from or with any person (other than Acquiror) or such person's directors, negotiateofficers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) the acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) the acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or more of (A) the Company Common Stock or (B) the total number of votes that may be cast in the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or (iii) any merger, amalgamation or other combination of the Company with any person. The Company has, upon execution of this Agreement, immediately ceased or caused to be terminated any existing discussions or negotiations with any parties other than Acquiror conducted prior to the date hereof with respect to any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), unless already in existence on the date hereof) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide non-public such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 21 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Higher Offer (provided that the Company shall have provided Acquiror with at least six business days' notice of its intention to so enter, the terms of the Higher Offer and the identity of the other party thereto), shall not constitute a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company shall not enter into an agreement with a third party with respect to, or respond affirmatively waive, modify or redeem the Rights or take any action to approve such transaction under any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all antitakeover provision of the equity interests Company's certificate of incorporation or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractstate law in connection with, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, Acquisition unless and until this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase Agreement is terminated in accordance with the provisions of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT Article VII. (a “Permitted Transaction”o), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. (a) During the period commencing on Interim Period, (i) the date hereof through Company and the earlier Major Shareholders (other than CPPIB) shall not take, nor shall they permit any of their Affiliates or Representatives to occur take, and (ii) CPPIB shall procure that the Restricted CPPIB Group shall not take, nor shall it permit any of the Closing Representatives of the Restricted CPPIB Group to take, in each case, 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 PubCo, Merger Sub, RMG II and/or any of their Affiliates and Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any purchase of any of equity securities of, or membership interests in, or the issuance and sale of any equity securities of, or membership interests in, the Company or its Subsidiaries (other than (x) any purchases of equity securities by the Company from employees of the Company or its Subsidiaries and (y) in the case of the SS Group, entering into such documents and instruments and taking such actions as may be required to release or otherwise discharge any guarantee or other credit support granted by the Company or any Subsidiary in respect of, or to repay, prepay or refinance, any Indebtedness incurred by the SS Group) or any merger or sale of substantial assets involving the Company or its Subsidiaries, in each case, other than the Transactions, a transfer by any Major Shareholder to any of its Affiliates, or as provided in this Agreement (any such purchase, issuance, sale or merger, an “Acquisition Transaction”). If the Company, the Major Shareholders (other than CPPIB) or any of their Affiliates or CPPIB (or the Restricted CPPIB Group) or any of their respective Representatives receives any inquiry or proposal regarding an Acquisition Transaction at any time prior to the Closing, then the Company or the Major Shareholders, as applicable, shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits providing any information related to or entertaining any proposals or offers or engaging in any negotiations or discussions concerning any Acquisition Transaction and, in such event, the Company or the Major Shareholders, as applicable, shall also promptly notify RMG II of such facts and circumstances. The Company and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall notMajor Shareholders shall, and shall cause their Affiliates and Representatives to (and CPPIB shall cause the Restricted CPPIB Group Companies and the Representatives of the Restricted CPPIB Group 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. During the Interim Period, the Company shall procure that the Company Stockholders shall not, except as expressly contemplated by this Agreement, directly or indirectly transfer any interest (direct or indirect, record, beneficial, economic voting or otherwise) in the Company Stock, whether by sale or exchange, by gift, by operation of law, by pledge or encumbrance or otherwise, except that (a) the SS Group may transfer Company Ordinary Stock held by it pursuant to an enforcement of a pledge by any of the lenders under Indebtedness incurred by the SS Group; (b) the SS Group may sell and/or transfer Company Ordinary Stock to any third party solely for the purpose of utilizing the proceeds from such sale and/or transfer to repay, prepay or otherwise discharge the Indebtedness secured by the Company Ordinary Stock held by the SS Group that remains outstanding, to the extent such the repayment of such Indebtedness is demanded or required by the relevant creditor; and (c) the SS Group may transfer their Company Ordinary Stock to their respective Affiliates; provided that any such transfer by the SS Group in each of their respective directors(a), officers (b) and representatives not to(c) above to a third party or an Affiliate shall be conditional upon such third party or Affiliate having acceded to the terms of this Agreement and assumed the obligations of the SS Group hereunder as if such third party or Affiliate were a party to this Agreement. Notwithstanding anything to the contrary in this Section 10.03(a), GSW and its Affiliates and Representatives may at any time during the Interim Period, directly or indirectly, (x) knowingly initiate, take any action or solicit, discuss, negotiate, provide non-public information with respect toinitiate or engage in any discussions or negotiations with, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractagreement with, agreement or arrangement with encourage, or provide information to, any Third Party Bidder Person solely for the purposes of a sale by GSW of such number of securities in PubCo and/or the Company as will result in GSW reducing its aggregate Effective Economic Interest in PubCo and/or the Company to consummate a Potential Transaction; providedno more than 33% and its aggregate voting interest in PubCo and/or the Company to no more than 4.9% following the Closing (and for the purposes of determining whether such thresholds are met, any Company Stock shall also be taken into consideration), provided that “Potential Transaction” shall such sales do not include, and this delay or adversely affect the consummation of the Transactions or the ability to satisfy the conditions of Article XI. This Section 6.13(a) 10.03 shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedGreen Rock Internal Restructuring.

Exclusivity. (a) During Except as contemplated by the period commencing on Debtor Tower Agreement, from and after the date hereof through hereof, the earlier to occur of the Closing Parent and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Company shall not, and shall cause the Group Companies each other Debtor and each of their respective directors, officers and officers, employees, financial advisors, representatives or agents not to, directly or indirectly, (xi) knowingly solicit, initiate, solicitengage or participate in or encourage discussions or negotiations with any person or entity (other than the Buyer) concerning any merger, discussconsolidation, negotiatesale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by any Debtor, proxy solicitation or other business combination involving any Debtor (collectively, "Company Acquisition Proposals") or (ii) provide any non-public information concerning the business, properties or assets of any Debtor to any person or entity (other than to the Buyer and to the Debtors' creditors in accordance with respect existing confidentiality arrangements). The Parent and the Company shall, and shall cause each of the other Debtors to, immediately cease any and all existing activities, discussions or respond affirmatively to negotiations with any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), Buyer with respect to any transactionCompany Acquisition Proposal. The Parent and the Company shall immediately notify the Buyer of, however structured, resulting in or relating and shall disclose to the acquisition by such Third Party Bidder of Buyer all details of, any inquiries, discussions or substantially all negotiations of the equity interests or assets nature described in the first sentence of this Section 4.7. The provisions of this Section 4.7 are referred to in this Agreement as the "Exclusivity Provisions". (b) Notwithstanding the provisions of subsection (a) above, prior to the entry of the Group Companies Confirmation Order, the Debtors may, to the extent required by the Bankruptcy-Related Requirements, or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale Board of Directors of the Company Interests owned by the Contributors other than the LVP Parties determines, in good faith after consultation with outside legal counsel, that such Board's fiduciary duties under applicable law require it to do so, participate in discussions or prevent or materially impair the ability of the Contributorsnegotiations with, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.32

Exclusivity. (a) During the period commencing on the date hereof through the earlier Except with respect to occur of the Closing this Agreement and the termination of this Agreement in accordance with its termstransactions contemplated hereby, the Contributors and LVP REIT shall Shareholders agree that they will not, and shall they will cause the Group Representative and the Acquired Companies and each of their respective directors, officers officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to, directly or indirectly, (xa) knowingly encourage, initiate, solicit, discuss, negotiate, provide non-public information seek or respond to any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, any Acquired Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements (any such proposal or offer being hereinafter referred to as a “Proposal”); (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or respond affirmatively have any substantive discussions with, any Person relating to a Proposal; (c) otherwise facilitate, encourage or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Shareholders shall, and shall cause the Acquired Companies and the Representative to, immediately cease and cause to be terminated (a) all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer or any of its Affiliates or its and their representatives) conducted heretofore with respect to any of the foregoing, (b) access of any Person (other than Buyer or any of its Affiliates or its and their representatives) to any data room hosted in connection with any Proposal and (c) request return of or destruction of the confidential information previously provided by the Acquired Companies or on their behalf. The Shareholders shall notify the Buyer in writing immediately of (and in any event within one Business Day of the receipt of) any inquiries, proposals or offers (whether related to a Proposal are received by, any information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated by them or otherwise)continued with, from any Person Shareholder, any Acquired Company or any of their respective directors, officers, managers, Employees and Affiliates or, to the Knowledge of the Company, any other than the Parent Parties and their Affiliates agents and representatives (a “Third Party Bidder”)including any investment banking, with respect to legal or accounting firm retained by it or any transactionof them and any individual member or employee of the foregoing) and shall, however structured, resulting in or relating any such notice to the acquisition by such Third Party Bidder of all or substantially all of Buyer, identify the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not includePerson involved with, and this Section 6.13(a) shall not apply tothe terms of, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, Proposal and shall cause provide the Group Companies to, immediately terminate Buyer with copies of any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder written materials delivered in connection with a Potential Transaction be promptly returned or destroyedtherewith.

Exclusivity. (a) During From the period commencing on the date hereof through Signing Date until the earlier to occur of the Closing and the (a) termination of this Agreement in accordance with its termspursuant to the terms and conditions hereof and (b) the Closing, the Contributors and LVP REIT shall notSeller Parent shall, and shall cause the Group Companies and each of Seller and Seller Parent shall cause its respective controlled Affiliates and its and their respective directorsRepresentatives, officers and representatives not to, directly or indirectly: (i) solicit, (x) knowingly initiate, solicitentertain, discussconsider, negotiateencourage, provide non-public information with respect torespond to or accept the submission of any proposal, inquiry or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), offer from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or third party relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of stock, purchase of assets or otherwise) of all or a significant portion of the Business or the Acquired Assets (other than Inventory and Equipment in the Ordinary Course of Business) or (ii) initiate, engage in or participate in any discussions or negotiations regarding, furnish any information (including by providing access to the books, records, assets, equity interests business or personnel of any Seller or the Acquired Entities) with respect to, assist or participate in any effort or attempt by any third party to do or seek any of the foregoing. Each Seller and Seller Parent shall, and shall cause its respective controlled Affiliates and its and their respective Representatives to, immediately cease and suspend any existing activities, discussions or negotiations with respect to the sale of the Business with any third party other securitiesthan Buyer and to request that all confidential information previously furnished to any such Person in connection therewith be returned or destroyed promptly. For the avoidance of doubt, tender offer no action taken by any Seller or otherwise, Seller Parent or any of their respective Affiliates or Representatives in furtherance of the transactions contemplated by this Agreement or relating to a transaction involving all or substantially all of the capital stock Seller Parent shall be a breach of this Section 5.23; provided, nothing set forth in this Section 5.23 shall relieve any Seller, Seller Parent or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to their respective successors or assigns of any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedof their obligations under this Agreement.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur From and following execution of this ----------- Agreement until the Closing or the termination hereof or earlier material breach by Buyer of any provision hereof that would be reasonably likely to result in the failure to be satisfied of any condition to the obligation of Cyprus Amax to consummate the transactions contemplated hereby, Cyprus Amax, Energy and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT Company shall notrefrain, and shall cause the Group Companies Company's Subsidiaries and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively the Continuing Affiliates to any inquiries, proposals or offers (whether initiated by them or otherwise)refrain, from any Person other than activities directly or indirectly involving the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), further solicitation of acquisition offers with respect to the Company or any transactionof its Subsidiaries, however structured, resulting including participation in any negotiations or relating to the acquisition by such Third Party Bidder formal or informal communications of any kind or nature with any party concerning a potential disposition of all or substantially all of the equity interests stock or assets of the Group Companies Company or any individual mall of its Subsidiaries other than Cyprus Australia Coal Company and its Subsidiaries (whether conducted by them or development project (a “Potential Transaction”) on their behalf), in all such cases with anyone other than Buyer or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionof its Affiliates; provided, however, that “Potential Transaction” nothing in this -------- ------- Agreement shall not include, and this Section 6.13(a) shall not apply to, to any inquiry, proposal or offer to acquire, whether activities taken by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions Cyprus Amax with respect to business combinations or other transactions involving Cyprus Amax or its Subsidiaries that do not conflict with the consummation of the transactions contemplated hereby and that are not reasonably likely to prevent the consummation of the transactions contemplated hereby. In connection therewith and during such period, but without limiting the generality of the foregoing, (a) Cyprus Amax shall indicate to any Potential Transaction Person expressing any interest in such a disposition of the restrictions imposed by this Section and request shall ensure that no further discussions or communications take place with such Person with respect thereto; (b) Cyprus Amax shall ensure that all confidential information current discussions with any other Persons respecting such a disposition are terminated; (c) Cyprus Amax shall notify Buyer of any direct or indirect approaches made to Cyprus Amax or any of its Affiliates or Representatives relating to any such possible or proposed disposition; (d) Cyprus Amax shall ensure that no confidential information concerning the Company or any of the Group Companies its Affiliates is provided by any of its Affiliates or Representatives to any Third Party Bidder another Person regarding or in connection with furtherance of such a Potential Transaction be promptly returned or destroyeddisposition.

Exclusivity. Seller shall, and shall cause its representatives and Employees to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Persons (aother than the Buyer Parties) During with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. From and after the period commencing on the date hereof through Effective Date until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsARTICLE VII, the Contributors and LVP REIT Principal Member shall not, and Seller shall cause the Group Companies not and each of their respective directors, officers shall direct its employees and representatives not to, directly or indirectly, (xi) knowingly initiate, solicitfacilitate, discusssolicit or encourage (including by way of furnishing non-public information), negotiatedirectly or indirectly, provide inquiries or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate, engage or participate in any way with any third party in any discussions or negotiations regarding, or furnish or disclose any non-public information with respect to any third party in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, or respond affirmatively any Acquisition Proposal (except to any inquiries, proposals or offers (whether initiated by them or otherwisenotify such third party of the existence of the provisions of this Section 5.6), from or (iii) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transactionAcquisition Proposal or approve or resolve to approve any Acquisition Proposal, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractagreement, agreement arrangement or arrangement with any Third Party Bidder understanding that would require the Principal Member or Seller to abandon, terminate or fail to consummate a Potential Transaction; providedthe transactions contemplated by this Agreement. Without limiting the foregoing, it is agreed that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal violation of the foregoing restrictions by any employee or offer to acquirerepresentative, whether by mergeror not such Person is purporting to act on behalf of Seller, purchase of assets, equity interests or other securities, tender offer or otherwise, all will be deemed to be a breach of this Section 5.6 by Seller, and Seller will cause its employees and representatives to comply with the terms of this Section 5.6.From and after the Effective Date until the earlier of Closing or substantially all the termination of this Agreement, the capital stock or consolidated assets of LVP REIT Principal Member and Seller shall promptly (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto and in any event within one calendar day following and three business days prior to the extent that the entry into providing any such transaction would not require Person with any information) notify Buyer in the event that Seller or otherwise provide the Principal Member receives, directly or indirectly: (i) any Acquisition Proposal; (ii) any request for the sale of the Company Interests owned non-public information relating to Seller by the Contributors other than the LVP Parties any Person that informs Seller or prevent its Representatives that such Person is considering making, or materially impair the ability of the Contributorshas made, the Company an Acquisition Proposal; or (iii) any request for discussions or negotiations relating to a possible Acquisition Proposal. Such notice shall be made orally and the Group Companies to complete the Contemplated Transactions. The Contributors shallconfirmed in writing, and shall cause indicate the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction material terms and request that all confidential information relating to any conditions thereof and the identity of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned other party or destroyedparties involved.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Seller agrees that it will not, and will cause its directors, officers, managers, employees, Affiliates and other agents and Representatives not to: (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsencourage, the Contributors and LVP REIT shall notinitiate, and shall cause the Group Companies and each of their respective directorssolicit, officers and representatives not seek or respond to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or any of its Subsidiaries, or which would reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as a “Proposal”), (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or respond affirmatively have any substantive discussions with, any Person relating to a Proposal, (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal, or (d) enter into a Contract with any Person relating to a Proposal. The Seller shall notify the Buyer in writing promptly (and in any event within two (2) Business Days after the receipt of) if (i) any inquiries, proposals or offers related to a Proposal are received by, (whether ii) any information or data is requested from, or (iii) any negotiations or discussions related to a Proposal are sought to be initiated by them or otherwise)continued with, from the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any other agents and Representatives of the Seller and shall, in any such notice to the Buyer, identify the terms and conditions of any such Proposal and shall provide the Buyer with copies of any written materials in connection therewith, but shall not be required to disclose the identity of any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into making any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedProposal.

Exclusivity. From and after the Financing Waiver Date (a) During prior to which time the period commencing on the date hereof through the earlier to occur provisions of the Closing first and the termination last sentences of this Agreement in accordance with its termsSection 7.6 will not be effective), the Contributors and LVP REIT shall Morgans Parties will not, and shall will cause the Group Companies Holdings not to and each of the Morgans Parties will cause their respective officers, directors, officers affiliates, representatives and representatives agents not to, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or knowingly encourage any inquiries or proposals from, negotiatediscuss or negotiate with, provide non-public any information with respect to, or respond affirmatively to enter into any inquiriescontract or agreement with, proposals or offers (whether initiated by them or otherwise), from any Person (other than DLJMB and its representatives) relating to (i) any merger, consolidation, reorganization, business combination, asset sale, stock sale, equity investment or similar transaction involving the Parent Acquired Assets or Holdings, or (ii) any equity investment, partnership, joint venture or other transactions in connection with the Acquired Assets that is similar in structure or purpose to those contemplated by this Agreement (except as disclosed to and approved by DLJMB in writing). Notwithstanding the preceding sentence, the parties acknowledge that the Morgans Parties have had and may have discussions with interested parties with respect to potential transactions (to be consummated after Closing) regarding real estate and intellectual property comprising a part of the Acquired Assets; provided that no agreement may be entered into as a result of such discussoins except in accordance with the provisions of Section 7.3. The Morgans Parties will, and will cause their Affiliates respective officers, directors, affiliates, representatives and representatives (a “Third Party Bidder”)agents to, promptly notify DLJMB if any proposal, with respect to any transactionthe foregoing, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall inquiry or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement contact with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement Person with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallis made, and such notification shall cause contain the Group Companies tomaterial terms of such proposal, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned inquiry or destroyedcontact.

Exclusivity. (a) During the period commencing on From the date hereof through of the execution of this Agreement and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to Section 10.13, the Contributors and LVP REIT Warrantors shall not, and they shall cause the Group Companies and each not permit any of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discussencourage, negotiaterespond to, provide non-public information or take any other action to facilitate or participate in any negotiations, overtures, or discussions concerning any offer or proposal or enter into any agreement with respect to, any purchase, sale or respond affirmatively to any inquiries, proposals or offers transfer (whether initiated by them in the form of merger, consolidation or otherwise)) of any Equity Securities in any Group Company, from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of any Group Company (the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted TransactionNew Financing”), but LVP REIT may only enter into an agreement with respect thereto or transaction similar to the extent that the entry into transactions contemplated herein with any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors party other than the LVP Parties or prevent or materially impair Series D Investors without the ability affirmative prior written approval of the ContributorsSeries D Investors, except for the Company purchase and sale of up to 22,666,666 Class B Ordinary Shares to be issued to the Group Companies to complete Series D Investors and other new investors (the Contemplated “Co-Investors”) set forth in Schedule A-2 attached hereto, provided that, such issuance shall be based on a purchase price per share that is the same with the Purchase Price per share for the transactions contemplated herein (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and other same terms and conditions for such transactions contemplated herein (the “Exempted Transactions”). The Contributors shallWarrantors represent, jointly and shall cause the Group Companies toseverally, immediately terminate that none of them is a signatory to or bound by any existing discussions agreement with respect to any Potential transactions or combinations as described in the preceding sentence other than the Exempted Transaction or as contemplated by this Agreement. Except for those related to the Exempted Transaction, the Company shall notify each Series D Investor of such offer or proposal received by the Warrantors after the execution of this Agreement, and request that all confidential information relating shall provide to each Series D Investor (unless prohibited under applicable law or the terms of a binding non-disclosure agreement) copies of any of the Group Companies provided to any Third Party Bidder written materials received in connection with a Potential Transaction be promptly returned such offer or destroyedproposal.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of Until the Closing and the termination of occurs or this Agreement is terminated in accordance with its termsterms (the “Exclusivity Period”), the Contributors and LVP REIT shall not(i) neither Seller nor any Company nor their representatives, shall, and shall cause the Group Companies and each of their respective directorsnot permit any other person including, officers and representatives not towithout limitation, Xxxxxx Gull and/or Xxxxxxx & Xxxxx LLP, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, to solicit or respond affirmatively to negotiate any inquiries, proposals proposal for or offers (whether initiated by them or otherwise), from continue any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), negotiation with respect to a transaction involving the Purchased Equity or any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder sale of all or substantially all of the equity interests assets outside the ordinary course of business involving any Company and (ii) neither Seller nor any Company nor their representatives including, without limitation, Xxxxxx Gull and/or Xxxxxxx & Xxxxx LLP, shall solicit or assets of the Group Companies or negotiate any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for regarding the sale of the any Company Interests owned by the Contributors directly or indirectly to or with any other than the LVP Parties bidder for any Company or prevent any person who has expressed interest in or materially impair the ability of the Contributorssubmitted a bid for any Company for a transaction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate or provide any existing discussions information with respect to (and in this regard any Potential Transaction such person shall be denied access to the virtual data room during the Exclusive Period) any Company or communicate the terms or conditions of this Agreement. Seller and/or each Company agree that a breach of any term, covenant or provision of this Section 5.4 by any one of Seller and/or any Company or their representatives shall cause immediate, substantial and request irreparable harm to Buyer, and that all confidential information in any suit, action or proceeding commenced by Buyer to enforce and/or remedy such breach, an action for damages will be insufficient, and that such damages are difficult to ascertain and there is no adequate remedy at law, and, accordingly, Buyer may seek and obtain such equitable relief, including injunctive relief, against Seller and/or any Company or any third party unaffiliated with Buyer regarding negotiation and/ or consummation of any transaction with such third party directly or indirectly resulting or relating to a breach by Seller and/or any Company of their obligations hereunder. Further, the Group Companies provided foregoing shall not be in limitation of any other remedy available to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedBuyer.

Exclusivity. (a) During Except for such Clearing, Settlement and Sponsorship Services that Bank declines or is unable to perform hereunder, during the period commencing on Term of this Agreement, Bank shall be the date hereof through the earlier to occur exclusive provider of the Closing Clearing, Settlement and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively Sponsorship Services to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential TransactionCompany; provided, however, that “Potential Transaction” Company shall be permitted to 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 Term of this Agreement, Bank shall provide the Clearing, Settlement and Sponsorship Services exclusively to Company and to no other person or entity. This section is not includeintended to limit the Bank from processing for its own account as long as it is otherwise consistent with its 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 this Section 6.13(a) shall not apply to, any inquiry, proposal Sponsorship Services (such acquisition or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Bank Transaction”), but LVP REIT then those merged or acquired banks, other entities, branches or businesses may only enter into an agreement with respect thereto 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 extent requirements of this Agreement; provided, however, that: (a) if directed to do so 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 payment of fees or the occurrence of any other penalty or liability; provided that Company shall remain liable for any conversion or transition costs and expenses owed by Bank resulting from such termination as set forth above. In the entry into any such transaction would not require case of (a) or otherwise provide for (b) in the sale preceding sentence, upon termination of the Company Interests owned by the Contributors other than the LVP Parties applicable contract or prevent or materially impair the ability of the Contributorsarrangement, the Bank shall use commercially reasonable efforts to assist Company and the Group Companies its efforts to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect counterparty to any Potential Transaction such contracts and request that all confidential information relating arrangements to any become a customer of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedCompany.

Exclusivity. (a) During From the period commencing on the date hereof through Effective Date, until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its termsSection 11.1, neither Seller nor the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not toCompany shall, directly or indirectly, (xi) knowingly initiate, solicit, discussinitiate or take any action to facilitate or encourage any inquiries or the making, negotiatesubmission or announcement of, provide non-public information with respect to, any proposal or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), offer from any Person or group of Persons other than the Parent Parties Buyer and the Sponsor (and their Affiliates and representatives respective representatives, acting in their capacity as such) (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential TransactionCompeting Buyer”) that may constitute, or could reasonably be expected to lead to, a Competing Transaction; (yii) enter into into, participate in, continue or otherwise engage in, any contract, agreement discussions or arrangement negotiations with any Third Party Bidder to consummate Competing Buyer regarding a Potential Competing Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a(iii) shall not apply to, furnish (including through any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into virtual data room) any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any Xxx Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of any Xxx Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an intention to do so; provided that none of the Group Companies foregoing restrictions shall prohibit any Xxx Company from taking the actions permitted by the exceptions set forth in Sections 6.1(a)(iii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xiv) of this Agreement or the related sections of the Company and Sellers’ Disclosure Letter, and any such action shall not be deemed a violation of this Section 7.22(a); provided further, that none of the foregoing restrictions shall prohibit any Xxx Company from participating in, continuing or otherwise engaging in, any discussions or negotiations regarding any Competing Transaction referenced in clause (d) of the definition of Competing Transaction without regard to the consideration cap set forth in Section 6.1(a)(ix) of the Company and Sellers’ Disclosure Letter, so long as (A) such discussions do not include any discussions or negotiations with potential debt or equity financing sources for such Competing Transaction and (B) Buyer is notified of such discussions and provided with copies of any related material documentation, in each case, subject to Sponsor and Buyer first executing a joinder to any Third Party Bidder confidentiality agreement entered into by any Xxx Company in connection with a Potential Transaction be promptly returned or destroyedsuch Competing Transaction.

Exclusivity. (a) During The 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 encourage the period commencing on the date hereof through the earlier to occur submission of, any proposal or transaction for a financing of the Closing and Company (other than draws under the termination Foothill Facility or project financing in the ordinary course of this Agreement in accordance business consistent with its terms, past practice) or for the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated acquisition by them or otherwise), from any a Person other than the Parent Parties and their Affiliates and representatives 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, stock or assets acquisition or otherwise (a “Third Party Bidder”)in any such case, with respect an "Alternative Transaction") (or to furnish to any transactionPerson any nonpublic information concerning the business, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests properties or assets of the Group Companies Company (other than in connection with the sale by the Company of properties designated for sale in an Approved Business Plan, as required by the Foothill Loan Documents or any individual mall in connection with project financing (debt or development project (a “Potential Transaction”equity) or (y) enter into any contract, agreement or arrangement in the ordinary course of business consistent with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”past practice), but LVP REIT may only enter into an agreement with respect thereto or to otherwise facilitate any inquiries or the making of any proposal) prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsClosing. In addition, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallhereby agrees that it will, and shall will cause the Group Companies its Subsidiaries, officers, directors, employees, investment bankers, attorneys and other advisors or representatives to, immediately terminate any existing other discussions or negotiations with respect to any Potential Transaction third party regarding any Alternative Transaction, and request that all confidential information relating to 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 any investment banker, attorney or other advisor or representative of the Group Companies provided Company, or any of its Subsidiaries to have any Third Party Bidder in connection additional discussions or negotiations with a Potential any third party regarding such an Alternative Transaction be promptly returned or destroyedprior to the Closing.

Exclusivity. (a) During the period commencing on The Company and each Seller agree that after the date hereof through until the earlier to occur of the Closing and or the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT such Seller shall not, as applicable, and shall cause the Group Companies such Seller’s Affiliates and each of their Subsidiaries, and shall direct such Seller’s, such Affiliates’ and such Subsidiaries’ respective directors, officers and representatives Representatives not to, directly or indirectly: (a) solicit or initiate the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations regarding, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public or furnish to any Person any information with respect to, or respond affirmatively take any other action knowingly to facilitate or encourage any inquiriesinquiries or the making of any proposal that constitutes, proposals or offers could reasonably be expected to lead to, any Acquisition Proposal; (whether initiated by them or otherwise), from c) enter into any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in Acquisition Proposal; or relating (d) knowingly give access to any third party to the acquisition by such Third Party Bidder premises or Representatives of all the Company or its Subsidiaries in connection with the evaluation, negotiation or implementation of any Acquisition Proposal. The Company shall promptly after the execution hereof request each Person that has executed a confidentiality agreement within the last 12 months in connection with its consideration of acquiring the Company or any Subsidiary thereof or substantially all the **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the equity interests Securities and Exchange Commission business or assets of the Group Companies Company or any individual mall Subsidiary thereof or development project (a “Potential Transaction”) any other transaction contemplated by an Acquisition Proposal to return or (y) enter into any contract, agreement destroy all confidential information furnished to such Person by or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale on behalf of the Company Interests owned by in accordance with the Contributors other than the LVP Parties or prevent or materially impair the ability terms of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedsuch agreement.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement through the ----------- earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Closing Date, the Contributors and LVP REIT Company shall not, and nor shall cause the Group Companies and each Company authorize or permit any of their respective its officers, directors, officers and employees, affiliates, investment bankers, advisors, representatives not toor agents, directly or indirectly, to (xa) knowingly initiate, solicit, discussinitiate or encourage the submission of any Proposal (as defined below) or (b) participate in any discussions or negotiations regarding, negotiate, provide non-public or furnish to any person or entity any information with respect to, or respond affirmatively take any other action to facilitate any inquiriesinquiries or the making of any proposal that constitutes, proposals or offers (whether initiated by them or otherwise)may reasonably be expected to lead to, from any Person other than Proposal. For purposes of this letter, the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), term "Proposal" means any proposal with respect to (i) a merger, consolidation, share -------- exchange, strategic alliance, business combination or other similar transaction (including, but not limited to, any transactiontransaction in which a third party could become the direct or indirect beneficial owner of any capital stock of the Company) involving the Company or any subsidiary of the Company, however structured, resulting in or relating to the acquisition by such Third Party Bidder any purchase of all or substantially all any significant portion of the equity interests or assets of the Group Companies Company or any individual mall or development project (a “Potential Transaction”) subsidiary of the Company or (yii) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all financing of the capital stock or consolidated assets Company. The Company shall promptly advise Parent orally and in writing of LVP REIT (a “Permitted Transaction”)A) the receipt by it (or, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned known by the Contributors other than the LVP Parties or prevent or materially impair the ability of the ContributorsCompany, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to by any of the Group Companies provided persons or entities referred to above) after the date hereof of any Third Party Bidder Proposal, or any inquiry that could reasonably be expected to lead to a Proposal (but the Company shall not be required to disclose the identity of the person making any such Proposal or inquiry) and (B) the material terms and conditions of any such Proposal or inquiry. If the Company breaches the provisions of this Section 6.03, then immediately upon the occurrence of such breach, (i) the Company shall reimburse Parent for all fees and expenses incurred in connection with the negotiation and preparation of the definitive agreement, including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by Parent, (ii) the Company shall pay Parent a Potential Transaction termination fee of $100,000 in cash, and (iii) all amounts theretofore loaned by Parent to the Company shall become immediately due and payable upon written demand therefor by Parent, including, but not limited to all amounts loaned under the Bridge Note or the Second Bridge Loan, if any. The remedies for the Company's breach of this Section 6.03 as set forth herein, shall be promptly returned in addition to any other remedy at law or destroyedin equity available to Parent and Subcorp in connection with any such breach.

Exclusivity. (a) During the period commencing on From the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsuntil the Termination Date, the Contributors Company and LVP REIT shall not, its subsidiaries and shall cause the Group Companies and each of their respective directors, officers and representatives not toAffiliates will not, directly or indirectlyindirectly through any officer, director, employee, advisor, representative, agent or otherwise, and the Company shall use commercially reasonable efforts to ensure that the Natura Shareholders do not: (xi) knowingly initiatemake, solicit, discussassist, negotiateinitiate, provide encourage or accept or otherwise facilitate any inquiries, offers or proposals from any Person or group of Persons (other than Tilray and its Affiliates and their respective representatives), whether or not in writing and whether or not delivered to the Natura Shareholders, concerning any Acquisition Proposal for the Company or its subsidiary; (ii) engage in any discussions or negotiations regarding, or otherwise co-operate in any way with, or assist or participate in, or facilitate or encourage, any effort or attempt by any Person (other than Tilray and its Affiliates and their respective representatives) to make or complete any Acquisition Proposal in respect of the Company or its subsidiary; (iii) furnish any non-public information concerning the business, properties or assets of the Company or any subsidiary thereof to any Person (other than Tilray and its Affiliates and their respective representatives) except as required to comply with respect toApplicable Laws or this Agreement or except in the Ordinary Course of Business; or (iv) accept or enter into, or respond affirmatively propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any inquiriesAcquisition Proposal in respect of the Company or its subsidiary. The Company and its subsidiaries and their respective Affiliates will immediately cease and cause to be terminated all existing discussions, proposals negotiations or offers other communications with any Persons (whether initiated by them or otherwise), from any Person other than the Parent Parties Tilray and its Affiliates and their Affiliates and representatives (a “Third Party Bidder”), respective representatives) conducted heretofore with respect to any transactionof the foregoing, however structuredand in connection therewith the Company will discontinue access to any of its confidential information (and will not establish or allow access to any of its confidential information, resulting or any data room, virtual or otherwise). The Company agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and the Company undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof. The Company will immediately notify Tilray in writing upon receipt by the Company, any subsidiary thereof or any Natura Shareholder of any proposal, offer or inquiry regarding an Acquisition Proposal in respect of the Company or its subsidiary, or any amendments to the foregoing or any request for non-public information relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies Company or any individual mall of its subsidiaries or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto for access to the extent that the entry into any such transaction would not require properties, books or otherwise provide for the sale records of the Company Interests owned by or any of its subsidiaries in respect of an Acquisition Proposal for the Contributors other than Company or its subsidiary, which notice will indicate in reasonable detail the LVP Parties or prevent or materially impair the ability identity of the ContributorsPerson making such proposal, offer or inquiry and the terms and conditions of any such Acquisition Proposal, or any other details of the proposal, inquiry or offer known to the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shallas Tilray may reasonably request, and shall cause the Group Companies toinclude copies of any such proposal, immediately terminate inquiry or offer or any existing discussions with respect to any Potential Transaction and request that all confidential information relating amendment to any of the Group Companies provided foregoing. The Company shall keep Tilray promptly and fully informed of the status, including any change to the material terms, of any Third Party Bidder in connection such proposal, inquiry or request and will respond promptly to all reasonable inquires by Tilray with a Potential Transaction be promptly returned or destroyedrespect thereto.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsor the Effective Time, each party agrees that without the Contributors other's prior written consent, it shall not and LVP REIT it shall not, and shall cause the Group Companies and each of not allow anyone acting on their respective directors, officers and representatives not behalf to, (A) directly or indirectlyindirectly merge or consolidate with another entity or engage in a sale of substantial assets, sale of shares of capital stock (x) knowingly initiateincluding without limitation by way of a tender offer, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively but excluding sales pursuant to any inquiries, proposals exercise of outstanding stock options) or offers (whether initiated by them or otherwise), from any Person similar transaction other than the Parent Parties transactions contemplated or expressly permitted by this Agreement and their Affiliates and representatives (a “Third Party Bidder”)B) solicit, entertain or encourage inquiries or proposals, or enter into, pursue, continue or carry on any discussions or negotiations, with respect to any transaction of the types referred to in clause (A) above with any person or entity. Each party signing this Agreement will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any such transaction. Notwithstanding the foregoing, however structuredif an offer unsolicited by a party hereto ("Recipient"), resulting in their investment bankers or relating their representatives, agents or others is received prior to the acquisition by such Third Party Bidder of all or substantially all of Effective Time, consistent with the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder fiduciary obligation that Recipient may then owe to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)its shareholders, but LVP REIT may only enter into an agreement with respect thereto to the extent that required by applicable law, such offer may be communicated to the entry into any such transaction would not require or otherwise provide for the sale Board of the Company Interests owned Directors of Recipient and approved by the Contributors other than Board consistent with their fiduciary duty, provided, however, that Recipient will not, except as required by applicable law, provide information to such offeror; and provided, however, that should the LVP Parties or prevent or materially impair the ability of the Contributors, the Company foregoing occur and the Group Companies Merger is not consummated, Recipient shall reimburse the other party (RAE Systems or Nettaxi, as the case may be) in an amount equal to complete the Contemplated TransactionsTwo Hundred and Fifty Thousand Dollars ($250,000). The Contributors shall, and shall cause the Group Companies to, immediately terminate Recipient will promptly (within 24 hours of receipt of any existing discussions with respect to any Potential Transaction and proposal or request that all confidential for non-public information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned potential proposal) advise such other party of the identity of such offeror, communicate to it the terms of any proposal which it may receive and deliver to it a copy of any such offer or destroyedrequest in writing.

Exclusivity. (a) During the period commencing on Sellers shall not, and Sellers shall ensure that none of their affiliates, officers, directors, employees, representatives or agents shall, after the date hereof through the earlier hereof, directly or indirectly, solicit or engage in negotiations with, or provide any information to, or otherwise cooperate with, any person or entity that seeks to occur acquire or expresses an interest in acquiring all or any substantial part of the Closing Business, or for the purpose of otherwise effecting any transaction or business combination inconsistent with the transactions contemplated hereby, and Sellers shall not, and Sellers shall ensure that none of its affiliates, officers, directors, employees, representatives or agents shall, enter into any agreement with or grant any proxy, option or other similar right to any third person or entity in connection with any transaction or business combination inconsistent with the with the transactions contemplated hereby; provided, however, that (i) the filing of reports and other information with the SEC and the distribution of reports and other information to stockholders shall be deemed not to violate this Section 6.7 and (ii) nothing contained in this Section 6.7 or elsewhere herein shall prohibit the Boards of Directors of Sellers from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to acquire the Business, whether by merger, consolidation, or stock acquisition, or acquisition of substantially all of the assets of Sellers, on terms which, in the exercise of their fiduciary duty after the consideration of advice from Sellers' legal and financial advisors, a majority of Sellers' directors determines is likely to be more beneficial to each of the stockholders than the transactions contemplated hereby, and provided, further, that Sellers' legal and financial advisors may engage in discussions regarding such written offer to clarify the terms of such offer for the purpose of rendering the advice referred to above to the Boards of Directors of Sellers, in each case, provided that, Sellers and its advisors, prior to furnishing such information to, or entering into discussions or negotiations with, such a person or entity, shall provide written notice to GEM to the effect that Sellers are furnishing information to, or entering into discussions with, such a person or entity, and shall keep GEM informed of the status (including the identity of such person or entity and the terms of any proposal) of such discussions or negotiations. Nothing in this Section 6.7 shall (A) permit Sellers to terminate this Agreement, (B) permit Sellers to enter into any agreement with respect to an Alternate Transaction (as defined in Section 11.6(b)) prior to the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) terms or (yC) enter into affect any contract, agreement or arrangement with other obligation of any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of party under the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedAgreement.

Exclusivity. From the date of this Agreement and ending on the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and (b) the termination of this Agreement in accordance with its termsAgreement, the Contributors and LVP REIT parties shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives its Representatives not to, directly or indirectly, (xi) enter into, knowingly initiate, solicit, discussinitiate or continue any discussions or negotiations with, negotiateor knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide non-public any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (A) in the case of the Company, any sale of assets of the Company equal to 5% or more of the Company’s assets or to which 5% or more of the Company’s revenues or earnings are attributable, (B) the issuance or acquisition of 5% or more of the outstanding equity (on an as converted basis) or other voting securities representing 5% or more of the combined voting power of such party or (C) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of such party, other than the transactions contemplated by this Agreement and the UpHealth BCA and, in the case of GigCapital2, to the any transactions reasonably necessary to effect the transactions contemplated by this Agreement and the UpHealth BCA, to the extent permitted by Section 6.02 ((A)-(B), an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or respond affirmatively cooperate in any way that would otherwise reasonably be expected to lead to, any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) Alternative Transaction or (yiii) enter into commence, continue or renew any contract, agreement or arrangement with due diligence investigation regarding any Third Party Bidder to consummate a Potential Alternative Transaction; provided, that “Potential Transaction” the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not include, and be deemed a violation of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions7.05. The Contributors Each party shall, and shall cause the Group Companies its affiliates and Representatives to, immediately terminate cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Potential Transaction and request Alternative Transaction. Without limiting the foregoing, the parties agree that all confidential information relating to any violation of the Group Companies provided restrictions set forth in this Section 7.05 by a party or its affiliates or Representatives shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 7.05 by such party.

Exclusivity. (a) During the period commencing on From and after the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsthrough the Effective Time, the Contributors and LVP REIT Company shall not, shall direct and cause its Subsidiaries and any Affiliates that are Controlled by the Company not to, and neither the Company nor its Subsidiaries nor its Controlled Affiliates shall cause the Group Companies and each authorize or knowingly permit any of their respective directors, officers and representatives not Representatives to, directly or indirectly, : (xi) knowingly initiateencourage, endorse, solicit, discussinitiate, negotiatecooperate with, knowingly facilitate, or continue any inquiries, offers or proposals regarding an Acquisition Proposal, (ii) enter into, continue, or participate in discussions or negotiations with any Person (other than Parent, its Affiliates or any of their respective Representatives in their capacities as such) concerning a possible Acquisition Proposal, (iii) provide or make available any non-public financial or other confidential or proprietary information with respect toregarding the Company or any of its Subsidiaries to any Person (other than Parent, its Affiliates or any of their respective Representatives in their capacities as such), or respond affirmatively provide or afford access to any inquiriesPerson to the properties, proposals assets, officers or offers employees of the Company or any of its Subsidiaries, in each case for the purpose of facilitating, inducing or encouraging an Acquisition Proposal (whether initiated by them or otherwiseit being understood that notifying a Person of the existence of this Section 5.17 in and of itself shall not be a breach of this Section 5.17), from (iv) approve, endorse, recommend or propose to approve, endorse or recommend any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”)Acquisition Proposal, with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (yv) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests agreements or other securities, tender offer instruments (whether or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into not binding) regarding any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated TransactionsAcquisition Proposal. The Contributors Company shall, and shall cause all of its Affiliates that are Controlled by the Group Companies Company, and shall instruct, and shall cause, its and their respective Representatives to, immediately terminate promptly (and in any existing discussions with respect to event within three Business Days of the date hereof) (x) exercise any Potential Transaction and request that all confidential information relating contractual rights available to any of them to cause each Person (other than Parent, its Affiliates or any of their respective Representatives) who received non-public financial or other confidential or proprietary information regarding the Group Companies Company or any of its Subsidiaries in connection with any possible Acquisition Proposal to promptly return or destroy such information, and (y) terminate access to any data rooms or dropboxes previously provided to any Third Party Bidder third parties in connection with a Potential Transaction be an Acquisition Proposal. The Company shall promptly returned notify Parent if it receives, on or destroyedafter the date hereof, an Acquisition Proposal involving any Person or group, including the nature of such inquiry.

Exclusivity. (a) During the period commencing on the date hereof through the earlier Except with respect to occur of the Closing this Agreement and the termination of this Agreement in accordance with its termstransactions contemplated hereby, the Contributors and LVP REIT shall Seller agrees that it will not, and shall will cause its Affiliates, the Group Acquired Companies and each of its and their respective directors, officers officers, employees, Affiliates and representatives other agents and Representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to: (a) initiate, solicit, seek, encourage, facilitate or continue, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (xincluding any proposal or offer to its shareholders or any of them) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all any substantial portion of the equity interests Assets of or assets the purchase or issuance of any Interest in, the Group Acquired Companies or (any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any such inquiry, proposal or offer being hereinafter referred to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (as a “Permitted TransactionProposal”), but LVP REIT may only (b) engage in any negotiations concerning, or knowingly provide any Confidential Information or data to, or have any substantive discussions with, any person relating to a possible Proposal, (c) otherwise knowingly cooperate in any effort or attempt to make, implement or accept a Proposal, or (d) enter into an agreement any Contract or other instruments (whether or not binding) with respect thereto any Person relating to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company a Proposal. Seller shall immediate cease and the Group Companies cause to complete the Contemplated Transactions. The Contributors shallbe terminated, and shall cause its Affiliates (including the Group Companies toAcquired Companies) and their and such Affiliates’ respective Representatives to immediately cease and cause to be terminated, immediately terminate any all existing discussions or negotiations with any Person conducted heretofore with respect to a possible Proposal. Seller agrees that the rights and remedies for noncompliance with this Section 4.11 shall include having such provision specifically enforced by any Potential Transaction court having equity jurisdiction, it being acknowledged and request agreed that all confidential information relating any such breach or threatened breach of this Section 4.11 will cause irreparable injury to any of the Group Companies provided Purchaser and that money damages would not provide an adequate remedy to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedPurchaser.

Exclusivity. (a) During the period commencing on From and after the date hereof through of this Agreement until the earlier to occur of the Closing and Effective Time or the termination of this Agreement in accordance with Article 9 hereof, [but in any event at least seventy-five (75) days after the date of the Letter of Intent,] the Company and its terms, the Contributors and LVP REIT shall Subsidiaries will not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiatethrough their respective affiliates, agents, officers and directors, directly or indirectly, solicit, discuss, negotiate, provide non-public information with respect toinitiate, or respond affirmatively to participate in discussions or negotiations or otherwise cooperate in any inquiriesway with, proposals or offers (whether initiated by them or otherwise), from provide any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply information to, any inquirycorporation, proposal partnership, person, or offer to acquireother entity or group concerning any tender offer, whether by exchange offer, merger, purchase business combination, sale of substantial assets, equity interests sale of shares of capital stock, or similar transaction involving the Company or any of its Subsidiaries (all such transactions being referred to herein as "Acquisition Proposals"). Notwithstanding the foregoing, the Company may furnish information concerning its business, properties, or assets to and enter into negotiations with a corporation, partnership, person, or other securitiesentity or group, tender offer if the party receives an unsolicited Acquisition Proposal and outside counsel to the Company advises the Company's board of directors in writing that the board's fiduciary responsibilities under applicable law require that such information be provided or otherwisenegotiations be held with the person presenting the Acquisition Proposal in order to avoid a breach of such fiduciary responsibilities. Notwithstanding the foregoing, all or substantially all in the event that the Company at any time after the date of the capital stock Letter of Intent and before the earlier of the Effective Time or consolidated assets the termination of LVP REIT (a “Permitted Transaction”)this Agreement in accordance with Article 9 hereof, but LVP REIT may only enter into accepts an agreement with respect thereto to Acquisition Proposal from any person or entity other than Parent, or the extent that the entry into any such transaction would not require or otherwise provide for the sale board of directors of the Company Interests owned fails, for any reason, to authorize and recommend to the stockholders of the Company the entering into this Agreement and the consummation of the transactions contemplated hereby, or the board of directors of the Company withdraws or modifies such authorization or recommendation, the Parent shall be entitled, upon demand submitted in a form of a notice to the Company (the "Demand Notice") setting forth the costs and expenses incurred by the Contributors other than the LVP Parties Parent or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder Merger Sub in connection with a Potential Transaction be promptly returned or destroyedthe due diligence efforts related to transactions contemplated hereby (the "Due Diligence Costs"), to the payment of the Due Diligence Costs up to the total amount of $50,000. The Company shall pay Due Diligence Costs within ten (10) days of the receipt of the Demand Notice.

Exclusivity. Until the earlier of (ai) During the period commencing on Closing or (ii) the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termspursuant to the provisions of Section 9.1 hereof, FAS and the Contributors Shareholders, jointly and LVP REIT severally, agree that they shall not, and not (nor shall cause the Group Companies and each they permit any of their respective officers, directors, officers and agents, representatives not or affiliates to, ) directly or indirectly, take any of the following actions with any party other than Purchaser and its designees: (xa) knowingly initiate, solicit, discussencourage, negotiateinitiate or participate in any inquiry, provide non-public information with respect to, negotiations or respond affirmatively to discussions or enter into any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), agreement with respect to any transaction, however structured, resulting in offer or relating proposal to the acquisition by such Third Party Bidder acquire any portion of all or substantially all of the equity interests or assets of the Group Companies FAS's business and properties or any individual mall shares of FAS Capital Stock (whether or development project (a “Potential Transaction”not outstanding) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests tender offer or other securitiesotherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to such person concerning FAS's business, technologies, or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the FAS Capital Stock or FAS's assets or (d) solicit, negotiate or enter into any agreement with any person providing for the acquisition of FAS (whether by way of merger, purchase of assets, tender offer or otherwise). In the event FAS or any Shareholder shall receive, all prior to the Closing or substantially all the termination of this Agreement, any offer or proposal, directly or indirectly, of the capital stock type referred to in clause (a) or consolidated assets of LVP REIT (a “Permitted Transaction”)c) above, but LVP REIT may only enter into an agreement with respect thereto or any request for disclosure or access pursuant to clause (b) above, FAS and the Shareholders shall immediately inform Purchaser as to any such offer or proposal, including information as to the extent identity of the offeror or the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. The parties hereto agree that irreparable damage would occur in the event that the entry into any such transaction would provisions of this Section 5.2 were not require performed in accordance with their specific terms or were otherwise provide for breached. It is accordingly agreed by FAS and the sale Shareholders that Purchaser shall be entitled to seek an injunction or injunctions to prevent breaches of the Company Interests owned by provisions of this Section 5.2 and to enforce specifically the Contributors other than the LVP Parties or prevent or materially impair the ability terms and provisions hereof in any court of the ContributorsUnited States or any state having jurisdiction, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect this being in addition to any Potential Transaction and request other remedy to which Purchaser may be entitled at law or in equity. Without limiting the foregoing, it is understood that all confidential information relating to any violation of the Group Companies provided restrictions set forth in this Section 5.2 by any officer, director or employee of FAS or a Shareholder or any investment banker, attorney or other advisor or representative of FAS or a Shareholder shall be deemed to any Third Party Bidder in connection with be a Potential Transaction be promptly returned or destroyedbreach of this Section 5.2.

Exclusivity. From the date hereof until the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing Date and the termination of (b) such date on which this Agreement terminates in accordance with its termsArticle 12, each of the Contributors Sellers and LVP REIT Seller Parent shall not, and shall cause the Group Companies their respective Affiliates and each their respective officers, directors, and employees not to, and none of them will permit any of their respective directors, officers and representatives not to, directly or indirectly, (xi) knowingly initiate, solicit, discussinitiate or knowingly encourage the submission of any proposal or offer from any Person, negotiateor enter into any contract or agreement, provide non-public relating to the direct or indirect acquisition of the Shares or the Business or (ii) participate in any discussions or negotiations regarding such an acquisition of the Business or the Shares or furnish or cause to be furnished any confidential or proprietary information with respect tothereto to any Person (in each case, other than Buyer and its representatives). Seller Parent, Sellers and their respective Affiliates and their respective officers, directors, employees, and representatives will promptly cease any such existing activities, discussions or negotiations with any Persons (other than Buyer and its representatives) heretofore conducted, or respond affirmatively the provision of any confidential or proprietary information to any inquiries, proposals or offers Person (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer and their Affiliates and representatives (a “Third Party Bidder”)its representatives) to which confidential or proprietary information heretofore has been provided, with respect to any transaction, however structured, resulting in direct or relating indirect acquisition of the Shares or the Business. Notwithstanding anything to the acquisition contrary contained in this Section 5.06, the restrictions set forth in this Section 5.06 on indirect acquisitions shall not in any way limit Seller Parent’s ability to enter into, or cause to be entered into, a transaction subject to the rights and obligations of Buyer under this Agreement and the Ancillary Agreements. Any breach of this Section 5.06 by such Third Party Bidder any representative of all or substantially all of the equity interests or assets of the Group Companies Sellers, Seller Parent or any individual mall or development project (of their respective Affiliates shall be deemed a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and breach of this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether 5.06 by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Seller Parent and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedSellers.

Exclusivity. (a) During the period commencing on From the date hereof of this Agreement through the earlier to occur of the Closing and Date or the termination of date on which this Agreement is earlier terminated in accordance with its termsArticle IX, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each neither Seller nor Medegen or any of their respective directors, officers and Affiliates or representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from, negotiatediscuss or negotiate with, provide nonany information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of all or any portion of the Business (in all cases excluding the sale of inventory, licenses or other assets in the Ordinary Course), whether effected by sale of assets, sale of stock, merger or otherwise. Seller shall ensure that the Companies and their respective Affiliates and third-public party advisors are aware of the provisions of this Section 5.6. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or Medegen made available to any third party (other than Buyer and its Affiliates and representatives) since October 1, 2013 with respect to, to or respond affirmatively to in connection with any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than access to information prior to the Parent Parties Closing Date and their Affiliates of a type described in the first sentence of this Section 5.6 to the full extent provided in the confidentiality agreement entered into between Seller and/or Medegen and representatives (a “Third Party Bidder”)such third party in connection therewith. In addition, with respect to the Business, neither Seller nor Medegen shall release any transactionsuch third party from any such confidentiality agreement (or any obligation thereunder) or, however structured, resulting in or relating with respect to the acquisition by Business, waive, amend or alter any of such Third Party Bidder third party’s obligations thereunder and, at the reasonable request and expense of all or substantially all Buyer, Seller shall enforce the terms of the equity interests or assets of the Group Companies or any individual mall or development project such confidentiality agreement against such third party and assign to Buyer (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that assignable without the entry into any consent of such transaction would not require third party) Seller’s or otherwise provide for such Company’s rights thereunder as it relates to the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company Business and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedMedegen.

Exclusivity. (a) During the period commencing on Seller agrees that, from the date hereof through and including the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with its termsArticle IX hereof, the Contributors and LVP REIT Seller shall not, and Seller shall cause the Group Companies each other Transferred Company, and each of its and their respective directors, officers Affiliates and representatives not to, directly or indirectly, (xa) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect toundertake, authorize, recommend, propose or respond affirmatively to enter into, either as the proposed, surviving, merged, acquiring or acquired corporation, any inquiriesmaterial transaction involving a merger, proposals consolidation, business combination, purchase or offers disposition of any amount of the assets or capital stock of or other equity interest in any of the Transferred Companies (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives transactions contemplated by this Agreement) (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Competing Transaction”), but LVP REIT may only enter into an agreement with (b) facilitate, encourage, solicit, initiate or participate in discussions, negotiations or submissions of proposals or offers in respect thereto of a proposed Competing Transaction, (c) furnish or cause to the extent that the entry into be furnished, to any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors Person (other than CEPCB and its Affiliates and representatives), any information concerning the LVP Parties business, operations, properties or prevent or materially impair the ability assets of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Transferred Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned proposed Competing Transaction, or destroyed(d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person (other than CEPCB and its Affiliates and representatives) to do or seek any of the foregoing, except in each of the foregoing cases with respect to the transactions contemplated herein. Notwithstanding the foregoing, nothing in this Section 6.12 or any other provision of this Agreement shall preclude AMVEST Corporation or any of its Affiliates from pursuing the sale of any or all of its assets, or any or all of the shares of capital stock or membership interests, as applicable, of its subsidiaries or itself, other than the assets, capital stock or membership interests of the Transferred Companies.

Exclusivity. (a) During the period commencing on From the date hereof through until the earlier of (i) the date this Agreement is terminated pursuant to occur of Article VII and (ii) the Closing and the termination of this Agreement in accordance with its termsDate, the Contributors and LVP REIT Company Group shall not, and shall cause the Group Companies its Affiliates and each of their respective directors, officers and representatives not todirect its Agent to not, directly or indirectly, : (xi) knowingly initiateencourage, solicit, discussinitiate, negotiatefacilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide non-public 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. The Company Group shall immediately cease and cause to be terminated, and shall direct its Agents and cause its Affiliates to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer to acquirefrom any Person (other than Parent, whether by Merger Sub or any of their Affiliates) concerning (i) a merger, purchase of assetsconsolidation, equity interests liquidation, recapitalization, share exchange or other securities, tender offer business combination transaction involving the Company or otherwise, all either Company Subsidiary; (ii) the issuance or substantially all acquisition of the shares of capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale other equity securities of the Company Interests owned or either Company Subsidiary; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company Group's properties or assets, in each case, other than in respect of the transactions contemplated hereby or by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated TransactionsAncillary Documents. The Contributors shallCompany Group agrees that the rights and remedies for noncompliance with this Section 5.1(c) 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 the Group Companies to, immediately terminate any existing discussions with respect irreparable injury to any Potential Transaction Parent and request that all confidential information relating money damages would not provide an adequate remedy to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedParent.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its termsExclusivity Period (as defined below), the Contributors and LVP REIT shall Company will not, and shall will cause the Group Companies and each of their respective its affiliates, directors, officers officers, employees, agents, consultants, advisors or other representatives, including outside legal counsel, accountants and representatives financial advisors (“Representatives”) not to, directly or indirectly, (x) knowingly take any action to encourage, initiate, solicit, discussentertain, negotiate, provide non-public information accept or discuss with respect to, or respond affirmatively to any inquiries, proposals or offers person (whether initiated by them or otherwise), from any Person other than the Parent Parties Buyer or its affiliates and their Affiliates and representatives Representatives) (a “Third Party BidderParty”)) any proposal or offer, with respect including any existing proposal or offer, to any transactionpurchase or otherwise acquire, however structuredin a single transaction or series of related transactions, resulting in all or relating to a material portion of the acquisition by such Third Party Bidder of equity interests of, entities, or all or substantially all of the equity interests assets or assets properties of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether including by merger, recapitalization, arrangement, amalgamation, purchase of capital stock or other equity securities, purchase of assets, equity interests or other securitiestakeover bid, tender offer consolidation or otherwise, all or substantially all of ) the capital stock or consolidated assets of LVP REIT Business (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require proposal or otherwise provide offer being hereinafter referred to as an “Acquisition Proposal”) (for the sale avoidance of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributorsdoubt, the Company and the Group Companies to complete the Contemplated TransactionsProposed Transaction with Buyer shall not be deemed an Acquisition Proposal). The Contributors shallCompany further agrees that it will, and shall will cause the Group Companies its affiliates and Representatives to, (i) immediately terminate cease and cause to be terminated any and all existing activities, discussions or negotiations with any Third Parties conducted prior to or on the date of this Agreement with respect to any Potential Transaction and request that all Acquisition Proposal, (ii) not provide information (including, without limitation, any non- public financial or other confidential information relating or proprietary information) with respect to, or afford access to any of the Group Companies provided books or records of, the Company to any Third Party Bidder or entity in connection with a Potential Transaction be promptly returned any Acquisition Proposal and (iii) not enter into any agreement, arrangement, understanding or destroyedother contract with any Third Party (whether written or unwritten) requiring the Company to abandon, terminate or fail to consummate the Proposed Transaction.

Exclusivity. (a) During the period commencing on the date hereof through the earlier to occur of the Closing Seller and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall each Member agree that it will not, and shall will cause the Group Companies and each of their respective directors, officers and representatives its Representatives not to, directly or indirectly, : (xa) knowingly initiate, solicit, discussinitiate or encourage any inquiry, negotiateproposal, provide non-public offer or contact from any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of any equity interest or assets (other than the sale of Inventory in the ordinary course of business) of Seller or any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization, redemption, financing or similar transaction involving Seller (in each case, an “Acquisition Proposal”); or (b) participate in any discussion or negotiation regarding, furnish any information with respect to, assist or respond affirmatively to participate in, or facilitate in any inquiries, proposals or offers (whether initiated by them or otherwise), from other manner any Acquisition Proposal. If any Person makes an Acquisition Proposal, Seller and the Members will immediately notify Buyer of such Acquisition Proposal and all related details. Each Member agrees not to vote its Interests in favor of any transaction associated with an Acquisition Proposal. Confidentiality, Press Releases and Public Announcements Each Party will, and will cause its respective Representatives to, maintain in confidence all information received from another Party or a Representative of another Party in connection with this Agreement or the Transactions (including the existence and terms of this Agreement and the Transactions) and use such information solely to evaluate the Transactions, unless (a) such information is already known to the receiving Party or its Representatives, (b) such information is subsequently disclosed to the receiving Party or its Representatives by a third party that, to the Knowledge of the receiving Party, is not bound by a duty of confidentiality, (c) such information becomes publicly available through no fault of the receiving Party, (d) the receiving Party in good faith believes that the use of such information is necessary or appropriate in making any filing or obtaining any Consent required for the performance of the Transactions (in which case the receiving Party will use its best efforts to advise the other than Parties prior to making the Parent disclosure) or (e) the receiving Party in good faith believes that the furnishing or use of such information is required by or necessary or appropriate in connection with any Proceeding, Law or any listing or trading agreement concerning its publicly-traded securities (in which case the receiving Party will use its best efforts to advise the other Parties and their Affiliates and representatives (a “Third prior to making the disclosure). No Party Bidder”), with respect to will issue any transaction, however structured, resulting in press release or make any public announcement relating to the acquisition by such Third Party Bidder subject matter of all or substantially all this Agreement without the prior written approval of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential TransactionBuyer and Seller; provided, however, that “Potential Transaction” shall not includenotwithstanding the foregoing Parent may make the public disclosures regarding this Agreement and the transactions contemplated thereby required by applicable SEC regulations including filing a Form 8-K with the SEC and issuing a news release reporting entry into this Agreement and the consummation of the Closing without the prior approval of Seller. Seller and Buyer will consult with each other concerning the means by which any employee, customer or supplier of Seller or any other Person having any business relationship with Seller will be informed of the Transactions, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer Buyer will have the right to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into be present for any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactionscommunication. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.CLOSING CONDITIONS

Exclusivity. In order to induce ID&T to commit the resources and incur the legal, accounting and incidental expenses necessary to properly evaluate the Transaction, Amazing agrees that until the earlier of (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Option Agreement in accordance with its termspursuant to the terms set forth under “EXERCISE”, or (b) the Contributors and LVP REIT shall Closing Date (the “Exclusivity Period”), Amazing will not, and shall cause the Group Companies and each will not permit any of their respective its directors, officers shareholders, affiliates, employees or other advisors or agents, to (i) solicit, initiate or encourage (including by way of furnishing confidential information concerning B2S or any of its subsidiaries to any party) the submission of inquiries, proposals or offers from any person, corporation or other entity (other than ID&T and representatives not its respective affiliates), relating to any acquisition or purchase of all or a significant portion of the assets or equity interests of B2S or any of its subsidiaries, or any merger, business combination or joint venture involving B2S or any of its subsidiaries (each, a “Competing Transaction”); (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information concerning its business to, directly any corporation, person or indirectlyother entity in connection with, a possible Competing Transaction; and (xiii) knowingly initiate, solicit, discuss, negotiate, provide non-public information enter into (or commit to enter into) any agreement with respect to, or respond affirmatively consummate, a Competing Transaction. Amazing agrees that it shall immediately cease any existing discussions or negotiations with any party (other than ID&T) that relate to, or may reasonably be expected to lead to, any inquiries, proposals Competing Transaction. Amazing hereby agrees to inform ID&T in the event it receives any inquiries or offers (whether initiated by them for a Competing Transaction during the Exclusivity Period immediately upon receipt of such an inquiry or otherwise), from any Person other than offer and provide the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all details of the equity interests inquiry or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transactionoffer; provided, however, that “Potential Transaction” in no event shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer Amazing be required to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all provide the identity of the capital stock party involved. COUNTERPARTS: This Option Agreement can be executed in one or consolidated assets more counterparts and can be delivered via facsimile or similar instantaneous electronic transmission device pursuant to which the signature of LVP REIT or on behalf of a Party can be seen (including via a “Permitted Transaction”pdf attached to an email), but LVP REIT may . AMENDMENT; WAIVER; SIGNED WRITINGS: This Option Agreement can be amended or waived only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned in a writing signed by the Contributors other than Parties (or, in the LVP Parties or prevent or materially impair case of a waiver, by the ability Party against which such waiver is to be enforced). Emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedthis paragraph.

Exclusivity. (a) During the period commencing on from the date hereof through of this Agreement until the earlier to occur of the Closing and Date or the termination of this Agreement in accordance with its terms, neither Seller nor the Contributors and LVP REIT shall notCompanies will, and shall cause the Group Companies and each or permit any of their respective Affiliates, officers, directors, officers and representatives not representatives, consultants, financial advisors, attorneys, accountants or other agents to, directly or indirectly, : (xa) knowingly initiate, solicit, discussinitiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by Seller, negotiatethe Companies, an Affiliate of the Companies or Seller, a third party or otherwise), other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Companies (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Companies or Seller (an “Acquisition Transaction”); (b) provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), documentation with respect to the Companies to any transactionPerson, however structuredother than Purchaser or its Affiliates or its or their respective representatives, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential an Acquisition Transaction”) ; or (yc) enter into any contract, definitive agreement or arrangement with any Third Party Bidder to consummate a Potential Person, other than Purchaser or its Affiliates effecting an Acquisition Transaction; provided, however, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter into an agreement with respect thereto Purchaser hereby acknowledges that prior to the extent that the entry into any such transaction would not require or otherwise provide for the sale date of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributorsthis Agreement, the Company Seller and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential have provided information relating to any of Seller and the Group Companies provided to any Third Party Bidder and have afforded access to, and engaged in discussions with, other Persons in connection with a Potential proposed Acquisition Transaction be promptly returned and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Transaction without any breach by Seller or destroyedthe Companies of this Section 6.12.

Exclusivity. Except as required by Law or an Order, neither Seller nor any Equityholder will, and each will cause the NFP and each of its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and agents or Affiliates not to, (a) During directly or indirectly solicit, initiate, knowingly encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the period commencing on the date hereof through the earlier making of any proposal which constitutes, or would reasonably be expected to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not lead to, directly any acquisition or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder purchase of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, securities of Seller or the NFP or any tender offer or otherwiseexchange offer, all or merger, consolidation, business combination, joint venture, sale of substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”)assets, but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving a Company Party, or any other transaction, the Company Interests owned by the Contributors other than the LVP Parties or consummation of which would reasonably be expected to prevent or materially impair delay the ability consummation of the Contributorstransactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of a Company Party in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to do or seek any of the foregoing without the prior written consent of the MMT Parties. Seller will, and the Group Companies to complete the Contemplated Transactions. The Contributors shallEquityholders will cause Seller to, and each shall cause the Group Companies NFP to, immediately promptly terminate any existing discussions with respect to or negotiations regarding an Alternate Transaction Proposal. Seller will, and the Equityholders will cause Seller to, and each will cause the NFP to, promptly notify the MMT Parties in the event that a Company Party, any Potential Transaction and request that all confidential information relating to Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the Group Companies provided to any Third Party Bidder in connection with identity of the Person indicating such interest or making such Alternate Transaction Proposal and a Potential Transaction be promptly returned or destroyedcopy thereof.

Exclusivity. (a) During Neither the period commencing on the date hereof through the earlier to occur Company nor any of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers or employees shall, and the Company shall use its best efforts to ensure that none of its representatives not toshall, directly or indirectly, (x) knowingly initiate, solicit, discussinitiate or encourage any inquiries or proposals from or with any person (other than Acquiror) or such person's directors, negotiateofficers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) the acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) the acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or more of (A) the Company Common Stock or (B) the total number of votes that may be cast in the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or (iii) any merger, amalgamation or other combination of the Company with any person. The Company has, upon execution of this Agreement, immediately ceased or caused to be terminated any existing discussions or negotiations with any parties other than Acquiror conducted prior to the date hereof with respect to any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), unless already in existence on the date hereof) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide non-public such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 26 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Higher Offer (provided that the Company shall have provided Acquiror with at least six business days' notice of its intention to so enter, the terms of the Higher Offer and the identity of the other party thereto), shall not constitute a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company shall not enter into an agreement with a third party with respect to, or respond affirmatively waive, modify or redeem the Rights or take any action to approve such transaction under any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all antitakeover provision of the equity interests Company's certificate of incorporation or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contractstate law in connection with, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, Acquisition unless and until this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase Agreement is terminated in accordance with the provisions of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT Article VII. (a “Permitted Transaction”o), but LVP REIT may only enter into an agreement with respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of the Company Interests owned by the Contributors other than the LVP Parties or prevent or materially impair the ability of the Contributors, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate any existing discussions with respect to any Potential Transaction and request that all confidential information relating to any of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyed.

Exclusivity. CDSI has and will devote substantial time and incur significant out-of-pocket expenses (including attorneys', accountants' and consultants' fees and expenses) in connection with conducting due diligence, drafting and negotiating this Agreement and related documents, arranging financing, and other related expenses (the "Transaction Expenses"). To induce CDSI to incur Transaction Expenses, the Selling Shareholders agree that from April 30, 1997 until the earlier of (a) During the period commencing on July 31, 1997 or (b) the date hereof through on which CDSI notifies the earlier Selling Shareholders that it no longer wishes to occur of pursue the Closing and transactions contemplated hereby (the termination of this Agreement in accordance with its terms"Exclusivity Period"), the Contributors and LVP REIT ASEC shall not, and shall cause the Group Companies Selling Shareholders have not and each of their respective directors, officers and representatives will not to, directly or indirectly, allow ASEC to (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise), from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (yi) enter into any contract, written or oral agreement or arrangement understanding with any Third Party Bidder Person or entity regarding Another Transaction (as defined below), (ii) enter into or continue any negotiations or discussions with any person or entity regarding the possibility of Another Transaction, or (iii) except as required by Applicable Law, provide any nonpublic or confidential or proprietary information regarding ASEC to consummate any person or entity whom any of the Selling Shareholders knows or has reason to believe (based on actual indications received from such third party) would have an interest in participating in Another Transaction. For purposes of this Agreement, the term "Another Transaction" means the sale or other disposition (whether by sale of stock or assets, issuance of capital stock, merger, consolidation, share exchange or other disposition) of all or any substantial portion of ASEC or any of its Subsidiaries or the assets or capital stock of ASEC or any of its Subsidiaries. In addition to any other remedies available to CDSI in the event of a Potential Transaction; provided, that “Potential Transaction” shall not include, and breach by ASEC or any of the Selling Shareholders of this Section 6.13(a) shall not apply to7.05, in the event that ASEC or any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT (a “Permitted Transaction”), but LVP REIT may only enter Selling Shareholder enters into an agreement with in respect thereto to the extent that the entry into any such transaction would not require or otherwise provide for the sale of Another Transaction within two years of the Company Interests owned date of this Agreement that is a direct or indirect result of any actions taken by the Contributors other than the LVP Parties ASEC or prevent or materially impair the ability any Selling Shareholder in contravention of the Contributorstheir agreements contained in this Section 7.05, the Company and the Group Companies to complete the Contemplated Transactions. The Contributors ASEC shall, and the Selling Shareholders shall cause ASEC to (or the Group Companies tosuccessor or survivor of ASEC following Another Transaction which successor or survivor shall include any purchaser of a substantial percentage of the assets of ASEC), immediately terminate any existing discussions with respect pay to any Potential Transaction and request that all confidential information relating to any CDSI, by wire transfer of the Group Companies provided to any Third Party Bidder in connection with a Potential Transaction be promptly returned or destroyedimmediately available funds, $2,500,000.

Exclusivity. Neither the Company nor any of its Subsidiaries will, nor will the Company, its Subsidiaries or any Company Shareholder permit any of its or their respective officers, directors, employees, shareholders, Affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to, (a) During the period commencing on the date hereof through the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, the Contributors and LVP REIT shall not, and shall cause the Group Companies and each of their respective directors, officers and representatives not to, directly or indirectly, (x) knowingly initiate, solicit, discuss, negotiate, provide non-public information with respect to, initiate or respond affirmatively to knowingly encourage the submission of any inquiries, proposals proposal or offers (whether initiated by them or otherwise), offer from any Person other than the Parent Parties and their Affiliates and representatives (a “Third Party Bidder”), with respect to any transaction, however structured, resulting in or relating to the acquisition by such Third Party Bidder of all or substantially all of the equity interests or assets of the Group Companies or any individual mall or development project (a “Potential Transaction”) or (y) enter into any contract, agreement or arrangement with any Third Party Bidder to consummate a Potential Transaction; provided, that “Potential Transaction” shall not include, and this Section 6.13(a) shall not apply to, any inquiry, proposal or offer to acquire, whether by merger, purchase of assets, equity interests or other securities, tender offer or otherwise, all or substantially all of the capital stock or consolidated assets of LVP REIT the Company (including any acquisition structured as a merger, consolidation or share exchange) (collectively, an “Permitted TransactionAcquisition Proposal”), but LVP REIT may only enter into an agreement or (b) participate in any discussions or negotiations regarding, furnish any information with respect thereto to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the extent foregoing. The Company represents and warrants that it has ceased and caused to be terminated any and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal(s), and the entry into Company or the Shareholder Representative shall promptly notify Parent if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto, is made. The Company Shareholders will not vote the Common Shares in favor of any such transaction would not require acquisition structured as a stock sale, merger, consolidation or otherwise provide for the sale of the Company Interests owned by the Contributors share exchange, other than the LVP Parties transactions contemplated by this Agreement; provided that, if the Company receives any unsolicited indications of interest or prevent competing bids (whether written or materially impair the ability of the Contributorsoral, and the Company and the Group Companies its Subsidiaries and each of their officers, directors, employees, representatives, agents, shareholders and affiliates are not in violation of this Section 5.7) to complete the Contemplated Transactions. The Contributors shall, and shall cause the Group Companies to, immediately terminate pursue or enter into any existing discussions agreements or arrangements with respect to any Potential Transaction a possible Acquisition Proposal (an “Acquisition Proposal Inquiry”), then the Company (and request that all confidential its officers, directors, employees, representatives, agents, shareholders, and Affiliates) may consider and provide information relating to any to, negotiate with, or enter into a definitive agreement with such third party, as may be required (on the opinion of the Group Companies Company’s outside counsel) by the board members’ fiduciary duties to the Company Shareholders; provided to any Third Party Bidder in connection with a Potential Transaction be further that promptly returned or destroyed.upon receipt of such Acquisition Proposal Inquiry, the