Common use of Exclusivity Clause in Contracts

Exclusivity. The Sellers shall not (and the Sellers shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers (a) During the Pre-Closing Period, the Osmotica Shareholders, Osmotica and New HoldCo shall not, and shall cause their respective subsidiaries not to, and shall not (and the Sellers shall not allow any of the Eldorado Entities or permit any of their directorsrespective Representatives to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any transaction involving a merger, consolidation, share exchange, business combination, purchase or disposition of any securities, or the purchase or disposition of a material portion of the assets of any of the following actions: Osmotica Companies or New HoldCo or any capital stock of any of the Osmotica Companies or New HoldCo other than the Transactions (ian “Osmotica Acquisition Transaction”), (ii) solicitknowingly facilitate, initiateknowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of any of the Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Transaction, (iv) enter into any agreement, letter of intent, term sheet or other documentation with respect to any Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or furnish information attempt by any other person or entity to do or seek any of the foregoing. The Osmotica Shareholders, Osmotica and New HoldCo shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any of the Eldorado Entities or foregoing. Osmotica shall inform Vertical/Trigen of the Business in connection with, identity of any person making any inquiry, proposal proposal, or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Osmotica Acquisition Transaction within one Business Day of receiving or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support becoming aware of any Acquisition Transaction. Notwithstanding such inquiry, proposal, or offer, along with the foregoingmaterial terms, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallconditions, and shall cause their Representatives toother aspects of such inquiry, notify Buyer promptly after proposal, or offer (and in any event no later than 24 hours) receipt including a copy of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror materials received from such person making such inquiry, offer proposal, or proposaloffer).

Exclusivity. The Sellers shall not (and Provided that none of the Sellers shall not allow Buyers is in breach of this Agreement, Seller agrees that neither Seller nor any of the Eldorado Entities its members or any of officers shall, and that they shall cause their directors, officersAffiliates, employees, agentsagents and Representatives (including any investment banker, affiliates attorney or representatives, including investment bankers, financial advisors, attorneys and accountants accountant retained by them) not to (collectively, "Representatives")and shall not authorize any of them to) directly or indirectly, take any of the following actions: (ia) solicit, initiate, facilitate knowingly encourage or knowingly encouragefacilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal from any Person (other than the Buyers) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities of Seller, business combination involving Seller, or other takeover or business combination transaction involving Seller or any sale of the Acquired Assets other than in accordance with this Agreement (each an “Alternate Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to to, or otherwise cooperate in any of the Eldorado Entities or the Business in connection respect with, any inquiry, proposal or offer from Alternate Proposal; (c) engage in discussions with any Person with respect to any merger, consolidation or other business combination or acquisition Alternate Proposal (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"except to inform such Person that these restrictions exist); (iid) negotiateapprove, discussendorse or recommend any Alternate Proposal; or (e) enter into any letter of intent or similar document or any contract, explore agreement, arrangement, understanding or otherwise communicate commitment contemplating any Alternate Proposal or cooperate in transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Agreement. The Seller will immediately cease any way and all existing activities, discussions or negotiations with any third party Third Parties conducted heretofore with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated Alternate Proposal. The obligations set forth in this Agreement; Section 6.5 shall terminate upon the earlier of (i) the termination of this Agreement in accordance with Section 10.1 hereof or (ivii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalClosing Date.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, neither the Company, nor its Subsidiary nor the Stockholders and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, the Company or its Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company, its Subsidiary or Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company, its Subsidiary and the Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers (a) During the Interim Period, each of the Company and the NESCO Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (and the Sellers shall not allow other than Acquiror, Merger Sub, Intermediate Holdings, New HoldCo and/or any of their Affiliates) concerning any purchase of any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities Company’s equity securities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any issuance and sale of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Eldorado Entities Company or its Subsidiaries) or any tender offer merger or exchange offer sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an "“Acquisition Transaction"”); (ii) negotiateprovided, discusshowever, explore or otherwise communicate or cooperate that Acquiror, Merger Sub, Intermediate Holdings and New HoldCo hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 9.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way with any third party with respect diminish the obligations of the Company, the NESCO Owner, and their respective Affiliates and Representatives pursuant to any Acquisition Transaction; (iii) this sentence and, for the avoidance of doubt, the Company shall not enter into any agreementfurther discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement or understanding with respect to an Acquisition Transaction or requiring to, any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transactionsuch proposal. Notwithstanding the foregoing, the Sellers Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall have notify Acquiror of such facts and circumstances. Each of the right to advise Company and the NESCO Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any person with whom they are engaged in and all existing discussions or negotiations relating with any Person conducted prior to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives date hereof with respect to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiryor which is reasonably likely to give rise to or result in, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers 8.1 In consideration of the actions to be taken and expenses to be incurred by Adherex and the Company in furtherance of this agreement without the prior written consent of the other party (which written consent shall not (be unreasonably withheld or delayed), each of Adherex and the Sellers Company agrees that until the Effective Time or termination of this Agreement by either party, each shall not allow solicit or negotiate any offer to buy, or offer to agree to sell, or sell, any of its assets or its shares (except as permitted in Article VI and other than shares issued in financing transaction approved by the Eldorado Entities Adherex Board or pursuant to the exercise of options, warrants or other rights to purchase securities outstanding as of the date hereof or pursuant to incentive stock options granted after the date hereof pursuant to Adherex’s incentive stock option plan) or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than the other party (each such transaction being referred to as a “Proposed Acquisition Transaction”); provided, that nothing in this clause will in any way limit Adherex or the Company from responding to any proposal of their directors, officers, employees, agents, affiliates any other person or representatives, including investment bankers, financial advisors, attorneys and accountants to dealing with (collectively, "Representatives")said “dealing with” shall exclude solicitation) directly or indirectly, take any other person in respect of the following actions: (i) solicitforegoing that is not solicited by Adherex or the Company if in the good faith opinion of the Adherex or the Company Board and in the written opinion of such parties’ outside counsel, initiatea failure to do so would represent a breach of fiduciary obligations of the directors of Adherex or the Company. Each of Adherex and Company will immediately notify the other if any discussions or negotiations are sought to be initiated, facilitate any inquiry or knowingly encourageproposal is made, or furnish any information is requested with respect to any Proposed Acquisition Transaction and notify the other of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support terms of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged proposal which it may receive in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale respect of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an such Proposed Acquisition Transaction, including information as to including, without limitation, the identity of the party prospective purchaser or offeror making such inquiry, acquiring party. Each of Adherex and Company shall provide the other a copy of any written offer or proposalreceived in respect of a Proposed Acquisition Transaction.

Exclusivity. The Sellers Innoveda acknowledges that Mentor will expend substantial amounts of resources in negotiating towarxx x xefinitive agreement regarding the Proposed Transaction (the "DEFINITIVE AGREEMENT"). In consideration therefor, Innoveda hereby agrees that from the date of this letter agreement until whichever is the earliest of (a) 11:59 p.m. (Pacific Time) on April 23, 2002, (b) the date that the Definitive Agreement is fully executed and becomes effective, or (c) the date on which Mentor shall not deliver notice in writing to Innoveda that the exclusivity provisions of this letter agreement are terminated (and such earliest date being termed the Sellers shall not allow "EXPIRY DATE"), neither Innoveda nor any of the Eldorado Entities or any of their its directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to other representatives (collectively, "RepresentativesREPRESENTATIVES")) will directly or indirectly, take any of the following actions: (i) solicit, encourage, initiate, facilitate entertain, substantively review or knowingly encourage, participate in any negotiations or furnish information discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any material part of the Eldorado Entities or the Business in connection withInnoveda, any inquirywhether by purchase of assets, proposal or offer from any Person with respect to any mergerexclusive license, consolidation or other joint venture formation, purchase of stock, business combination or acquisition otherwise, (other than ii) disclose any information not customarily disclosed to any person concerning Innoveda and which Innoveda believes would be used for the purposes of formulating any such an offer or proposal, (iii) assist, cooperate with, facilitate or encourage any person to make any offer or proposal to acquire all or any material part of Innoveda (directly or indirectly), (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or any material part of Innoveda (a substantial "COMPETING PROPOSED TRANSACTION"), or (v) authorize or permit any of Innoveda's Representatives to take any such action. Notwithstanding anything to the contrary in this letter agreement, a Competing Proposed Transaction shall not include, and Innoveda shall have no restrictions with respect to, (y) any sale or disposition (whether by asset sale, stock sale, sale of a subsidiary or subsidiaries, merger or otherwise) of all or any portion of Innoveda's system level design business or products and/or (z) the assets ofconduct by Innoveda of its business in the ordinary course, including but not limited to the licensing of Innoveda's products to end users and resellers. Through the Expiry Date, Innoveda shall notify Mentor immediately if any proposal or offer (formal or informal, oral, written or otherwise), or any securities ofmaterial inquiry or contact with any person with respect thereto, any regarding a Competing Proposed Transaction is made after the date hereof, such notice to include the identity of the Eldorado Entities or person proposing such Competing Proposed Transaction and the material terms thereof, and shall keep Mentor apprised, on a current basis, of the status of any tender offer or exchange offer (an "Acquisition Transaction")such Competing Proposed Transaction and of any modifications to the terms thereof; (ii) negotiate, discuss, explore or otherwise communicate or cooperate provided that this provision shall not in any way be deemed to limit the obligations of Innoveda and its Representatives set forth in the second sentence of this section. Innoveda immediately shall cease and cause to be terminated all existing discussions or negotiations with any third party parties other than Mentor conducted heretofore with respect to any Acquisition Competing Proposed Transaction; . Subject to the exceptions set forth in clauses (iiiy) enter into and (z) above, through the Expiry Date, Innoveda will not engage in any agreement, arrangement material transaction involving the transfer or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support licensing of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating intellectual property to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price third party or the identity issuance or exchange of Buyer. The Sellers shall, Innoveda equity securities or securities convertible into equity securities (other than routine awards of stock options and shall cause their Representatives to, notify Buyer promptly after (restricted stock under Innoveda's existing stock plans and in exercises of such awards) or any event no later than 24 hours) receipt of any material financing transaction without Mentor's advance written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalconsent.

Exclusivity. The Sellers shall not (i) From and after the date of this Agreement until the earlier of the Closing and the Sellers shall not allow date, if any, on which this Agreement is terminated pursuant to Article XI, the Holding Company agrees that neither it nor any of the Eldorado Entities or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause any of their respective directors, officers, employees, agents, affiliates or representatives, investment bankers (including investment bankersbut not limited to Sandler), financial advisors, attorneys and accountants to agents or Affiliates (as defined below) (collectively, "“Company Representatives")”) not to, directly or indirectly, take any of the following actions: (i1) solicit, initiate, facilitate or knowingly encourageencourage (including by way of furnishing information) or take any other action designed to facilitate any inquiries, proposals or offers with respect to, or furnish information the making or completion of, a Competing Proposal (as defined below), (2) engage or participate in any negotiations regarding, or have any discussions with respect any person relating to, an actual or proposed Competing Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement any of the Eldorado Entities or the Business Competing Proposal, (3) engage in connection with, any inquiry, proposal or offer from discussions with any Person with respect to any mergerCompeting Proposal, consolidation (4) approve, endorse or other business combination recommend or acquisition propose publicly to approve, endorse or recommend any Competing Proposal, (other than the transaction contemplated in this Agreement5) involving any of the Eldorado Entities approve, endorse or the acquisition of all or a substantial portion of the assets ofrecommend, or any securities ofpublicly announce an intention to approve, endorse or recommend, or enter into, any letter of the Eldorado Entities intent or similar document or any tender offer agreement or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore commitment providing for or otherwise communicate or cooperate in any way with any third party with respect relating to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction Competing Proposal or requiring any of the Sellers and/or any of the Eldorado Entities Holding Company to abandon, terminate or refrain from consummating fail to consummate the transactions contemplated in this Agreement; hereby or breach its obligations hereunder or (iv6) make amend, terminate, waive or authorize fail to enforce, or grant any statementconsent under, recommendation any confidentiality, standstill or solicitation in support of any Acquisition Transactionsimilar agreement with a third party. Notwithstanding Without limiting the foregoing, the Sellers shall have the right to advise it is understood that any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale violation of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in foregoing restrictions by any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity Subsidiary of the party Holding Company or offeror making such inquiry, offer or proposalany Holding Company Representative shall be deemed to be a breach of this Article V(b) by the Holding Company.

Exclusivity. The Sellers shall not (and the Sellers shall not allow any In consideration of the Eldorado Entities or Non-Refundable Deposit, Sellers agree that, with respect to the applicable Additional Properties, from the date of the Seller Closing Notice with respect to such Additional Properties through the applicable scheduled Closing Date with respect to such Additional Properties (the “Exclusivity Period”), neither VMP, MSR II, nor any of their respective officers, members, directors, officersadvisors, employees, agents, successors and assigns or affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives"the “Sellers Group”)) , shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation person or other business combination or acquisition (group of persons other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of Buyer, to acquire all or a substantial any portion of the assets ofAdditional Properties (an “Acquisition Proposal”), or provide any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with non-public information to any third party in connection with respect to any an Acquisition Transaction; (iii) Proposal, or enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities it to abandon, terminate or refrain from consummating fail to consummate the transactions contemplated in this Agreement; or (iv) make or authorize applicable portion of the Transactions with Buyer. Sellers agree to immediately notify Buyer if any statement, recommendation or solicitation in support member of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise Group receives any person with whom they are engaged indication of interest, request for information or offer in discussions or negotiations relating to a potential respect of an Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale Proposal. Immediately upon payment by Buyer of the Securitiesapplicable portion of the Non-Refundable Deposit, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives any member of the Sellers Group to, notify terminate any and all existing discussions or negotiations with any person or group of persons other than Buyer promptly after (and in its affiliates regarding an Acquisition Proposal other than customary nondisclosure or confidentiality agreements. Each Seller represents that neither it nor any event no later than 24 hours) receipt member of the Sellers Group is party to or bound by any written inquiry, offer or proposal agreement with respect to an Acquisition Transaction, including information as to Proposal. Upon the identity expiration of the party Exclusivity Period, this Section 9.18 shall be deemed terminated automatically, and the parties shall have no further rights or offeror making obligations with respect to this Section 9.18. For the avoidance of doubt, no Exclusivity Period shall apply with respect to any Additional Properties and the provisions of this Section 9.18 shall not apply with respect to any Additional Properties, unless Sellers have sent to Buyer the Seller Closing Notice with respect to such inquiry, offer or proposalAdditional Properties.

Exclusivity. The Sellers shall not (During the Interim Period, except with respect to this Agreement and the Sellers shall not allow any of transactions contemplated hereby, the Eldorado Entities or any of their Company and the Stockholders agree that they will not, and they will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, agentsAffiliates and other agents and representatives (including any investment banking, affiliates lending, financing, legal or representativesaccounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, including investment bankersan “Agent”) not to: (a) initiate, financial advisorsencourage, attorneys and accountants to (collectivelysolicit or seek, "Representatives")) directly or indirectly, take any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its stockholders or any of the following actions: (ithem) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any a merger, consolidation acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or other business combination similar transaction involving, or acquisition any purchase ** CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (other than the transaction contemplated in this Agreement**) involving any of the Eldorado Entities or the acquisition DENOTE SUCH OMISSIONS. of all or a any substantial portion of the assets of, or any securities of, the Company or any of the Eldorado Entities its Subsidiaries (any such proposal or any tender offer or exchange offer (an "Acquisition Transaction"being hereinafter referred to as a “Proposal”); (iib) negotiateengage in any negotiations concerning, discussor provide any confidential information or data to, explore or have any substantive discussions with, any person relating to a Proposal; (c) otherwise communicate facilitate or cooperate in any way with any third party with respect effort or attempt to any Acquisition Transactionmake, implement or accept a Proposal; or (iiid) enter into Contract with any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations Person relating to a potential Acquisition Transaction that Proposal. If the Sellers have entered into exclusive negotiations regarding Company, any of its Subsidiaries or any Agent has provided any Person (other than Buyer’s or the sale of the SecuritiesCompany’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, provided that they shall not disclose request the proposed Purchase Price or the identity of Buyerimmediate return thereof. The Sellers shall, and Company shall cause their Representatives to, notify Buyer promptly after (immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and in Affiliates or, to its Knowledge, any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or offeror making request, and shall include a true and complete copy of such inquiryProposal, offer inquiry or proposalrequest, if in writing.

Exclusivity. The Sellers shall During the period commencing on the date of execution of this Agreement and ending on the sixtieth (60th) day thereafter, or until such earlier date as HIG advises the Corporation that HIG does not intend to enter into the proposed acquisition transaction with the Corporation (and the Sellers shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "RepresentativesEXCLUSIVITY PERIOD")) , the Corporation will not directly or indirectly, take through any officer, director, employee, agent, or otherwise, and will not permit any of its affiliates and any partners, directors, officers or agents of the following actions: foregoing (i) to solicit, initiate, facilitate initiate or knowingly encourage, any offers or furnish proposals relating to the acquisition or purchase of all or a material portion of the properties and assets of the Corporation, whether by merger, sale of assets, sale of securities or otherwise from a party other than HIG (a "THIRD PARTY ACQUISITION PROPOSAL"), (ii) to participate in any discussion or negotiation regarding any Third Party Acquisition Proposal or (iii) to otherwise facilitate, by furnishing information about the Corporation or otherwise, any Third Party Acquisition Proposal. In addition, the Corporation will notify HIG in writing of any Third Party Acquisition Proposal it receives during the Exclusivity Period including, the identity of any person or entity that approaches the Corporation, the price and material terms of such proposal, and inquiries or discussions with respect to any of the Eldorado Entities foregoing; provided that if such person or entity had executed a confidentiality agreement with the Business in connection withCorporation prior to the date hereof, any inquiry, proposal the Corporation shall not be obligated to identify such person or offer from any Person with respect to any merger, consolidation entity. If the Corporation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities other persons or entities referred to above breaches the acquisition terms of this Section 1 during the Exclusivity Period, the Corporation shall reimburse HIG for all or a substantial portion of the assets ofcosts and expenses incurred by HIG and its representatives in connection with the potential transaction, or any securities ofincluding reasonable attorneys' fees up to a maximum of (a) $200,000 if such breach occurs prior to November 22, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; 2003 or (ivb) make $500,000 if such breach occurs on or authorize any statementafter November 22, recommendation 2003. This Exclusivity Period shall terminate on the thirtieth (30th) day after the date hereof unless HIG confirms in writing that its proposal is at the same or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, superior price and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as terms to the identity of proposal described in the party or offeror making such inquiry, offer or proposalTerm Sheet.

Exclusivity. The Sellers From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article IX, the Company shall not (and the Sellers Company shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representativescause its Subsidiaries, including investment bankersthe Sellers and the Group Companies and shall direct their respective Representatives not to), financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (ia) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to encourage the submission of any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect third party relating to any direct or indirect, merger, consolidation, reorganization or acquisition of any Equity Interests of the Group Companies, assets of the Group Companies, or the Xxxxxxxx Real Estate Assets, in each case, other than sales of inventory and other assets in the ordinary course of business, assets of the Business or the Group Companies (including any acquisition structured as a merger, consolidation or other business combination exchange) (any such proposal or acquisition offer, an “Acquisition Proposal”), (other than the transaction contemplated b) engage, continue or participate in this Agreement) involving any of the Eldorado Entities discussions or the acquisition of all or a substantial portion of the assets ofnegotiations regarding, or furnish or cause to furnish any securities ofinformation with respect to, any Acquisition Proposal, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal (d) execute or enter into any letter of the Eldorado Entities intent, agreement in principle, merger agreement, acquisition agreement, option agreement or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way other similar agreement with any third party relating to any Acquisition Proposal, or (e) otherwise resolve, propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, the Company shall, and the Company shall cause its Subsidiaries and their respective Representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person conducted prior to the date hereof with respect to any Acquisition Transaction; Proposal and shall discontinue access by any Person (iiiother than Buyer and its Representatives) enter into to any agreementdata room (virtual or otherwise) established by the Company or any of its Representatives for such purpose, arrangement and (ii) promptly notify Buyer orally and in writing of receipt by the Company or understanding with respect to any of its Subsidiaries or any of their respective Representatives of any proposal that constitutes an Acquisition Transaction or requiring any of Proposal including the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallterms hereof, and shall cause their Representatives to, notify provide to Buyer promptly after (and in any event no later than 24 hours) receipt a copy of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer inquiry or proposal, if in writing.

Exclusivity. The Sellers shall not (During the Pre-Closing Period, none of the Seller and the Sellers shall not allow any of the Eldorado Entities or any of their Company, will, and each will cause its Affiliates, directors, officers, employees, agentsinvestment bankers and other Representatives not to, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) initiate, solicit, initiate, facilitate or knowingly encouragefacilitate, or furnish encourage discussions, proposals, inquiries or offers (including by disclosing or making available any non-public information with respect or data relating to any of the Eldorado Entities or the Business Acquired Companies in connection withwith or facilitation of any discussions, proposals, inquiries or offers), or negotiate or discuss any proposal with any person or entity other than Buyer and its Representatives, relating to or concerning any transaction similar to, or having the same effect as, the transactions contemplated by this Agreement or any transaction that would constitute an Acquisition Proposal (including the transfer of any Equity Securities of any Acquired Company). The Seller and the Company shall, if any of them or any of their Affiliates receives an inquiry, proposal proposal, or offer from any Person with respect relating to any mergerAcquisition Proposal during the Pre-Closing Period, consolidation promptly notify Buyer in writing thereof, including the material terms of such Acquisition Proposal (to the extent not specifically prohibited by an applicable written agreement in effect on the Signing Date). During the Pre-Closing Period, none of the Sponsor and Buyer, will, and each will cause its Affiliates, directors, officers, employees, investment bankers and other Representatives not to, directly or other business combination indirectly, initiate, solicit, facilitate, or acquisition (encourage discussions, proposals, inquiries or offers, or negotiate or discuss any proposal with any person or entity other than the Seller and its Representatives, relating to or concerning any transaction contemplated in this Agreement) involving any of the Eldorado Entities or for the acquisition of all or a substantial portion substantially all of the Equity Securities or assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party other than the Acquired Companies. Further, without the Seller’s prior written consent, during the Pre-Closing Period, Buyer will not issue any shares of stock or warrants or other Equity Interests of Buyer except in connection with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoingPIPE Investment, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale exercise of the Securities, provided that they shall currently issued Buyer Warrants (which may not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallbe amended without Seller’s consent), and shall cause their Representatives tothe Convertible Bonds, notify or purchase currently outstanding Equity Securities from current stockholders of Buyer promptly after (and other than in any event no later than 24 hours) receipt of any written inquiry, offer or proposal accordance with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalBuyer Share Redemption.

Exclusivity. The Sellers shall not (Company and the Sellers shall not allow immediately cease any existing discussion or negotiation with any Persons (other than the Buyers) conducted prior to the date of this Agreement with respect to any proposed, potential or contemplated acquisition of the Eldorado Entities capital stock or assets and properties of the Company (any such transaction not otherwise excluded by the following clauses (i) and (ii), a “Potential Transaction”), other than discussions and negotiations (i) with Trusts’ Beneficiaries, holders of their directorsFirst Priority Notes, officersholders of Second Priority Notes and Representatives of any such Persons with respect to the transactions contemplated by this Agreement and (ii) regarding an Internal Restructuring that does not constitute a Change of Control Transaction under clause (i) of the definition thereof. Other than as set forth in clauses (i) and (ii) of the preceding sentence, employeesthe Company and the Sellers shall refrain from taking, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any action (x) to solicit or initiate the submission of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from indication of interest relating to a Potential Transaction with any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated Buyers), (y) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, a Potential Transaction (or any proposal or indication of interest relating thereto) with any Person (other than the Buyers), or (z) to authorize, engage in or enter into any agreement or understanding (other than with the Buyers) with respect to a Potential Transaction (or any proposal or indication of interest relating thereto). *** Certain confidential portions of this Agreement) involving any exhibit were omitted by means of the Eldorado Entities or the acquisition of all or redacting a substantial portion of the assets of, or any securities of, any text. Copies of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way exhibit containing the redacted portions have been filed separately with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating Securities and Exchange Commission subject to a potential Acquisition Transaction that request for confidential treatment pursuant to Rule 24b-2 under the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalSecurities Exchange Act.

Exclusivity. The Sellers shall not (and From the Sellers shall not allow any Effective Date until the earlier of the Eldorado Entities Closing Date or any the termination of their directorsthis Agreement, officersSeller agrees that it will not, employeesand will cause its Affiliates not to, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) encourage, solicit, initiate, facilitate or knowingly encouragecontinue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or furnish provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. Notwithstanding anything to the contrary herein, Seller, its Affiliates and its and their respective Representatives may respond to any of unsolicited proposal regarding an Acquisition Proposal by indicating that Seller and the Eldorado Entities Acquired Companies are subject to an exclusivity agreement and are unable to provide any information related to the Acquired Companies or the Business or entertain any proposals or offers or engage in connection withany negotiations or discussions concerning an Acquisition Proposal for as long as this Agreement remains in effect. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person with respect to (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation consolidation, liquidation, recapitalization, equity exchange or other business combination transaction directly or acquisition (other than the transaction contemplated in this Agreement) indirectly involving any of the Eldorado Entities Seller or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction")Acquired Companies; (ii) negotiatethe issuance or acquisition, discussdirectly or indirectly, explore of any equity securities in Seller or otherwise communicate the Acquired Companies; or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into the sale, lease, exchange or other disposition of any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any material portion of the Sellers and/or any Company’s Assets outside of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support ordinary course of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalbusiness.

Exclusivity. The Sellers shall not (Immediately after the execution of this Agreement, Seller and the Sellers shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers Company shall, and shall cause each Seller Party and the respective officers, directors, employees, investment bankers, attorneys, accountants and other agents of Seller, the Company, the Continuing Subsidiaries, each other Seller Party and each of their Affiliates (collectively, “Representatives”) to cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and shall notify each such Person that it, or any Affiliate, officer, director, investment advisor, financial advisor, attorney or other representative retained by it, no longer seeks or requests the making of any Acquisition Proposal, and, if permitted, withdraws any Consent theretofore given to the making of an Acquisition Proposal. No Seller Party shall, directly or indirectly, and each Seller Party and their Affiliates shall cause their respective Representatives not to, notify Buyer directly or indirectly, solicit, initiate or conduct any discussions or negotiations with, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement or understanding with, any Person or group of Persons regarding any Acquisition Proposal. Seller shall promptly after (and in any event no later than 24 hourswithin two (2) Business Days) notify Buyer of the receipt by any Seller Party, their Affiliates or any of their respective Representatives of any written inquiryinquiries, offer or proposal with respect to proposals or requests for information concerning an Acquisition TransactionProposal. The foregoing restrictions shall not apply to (i) any sale of stock or other equity interests in the Seller, including information as (ii) a merger, consolidation, share exchange, business combination, or any other similar transaction involving the Seller (but not directly involving the Company or any Continuing Subsidiary), or (iii) any actions related to the identity Transfer or any other sale or disposition of the party Transferred Subsidiaries or offeror making such inquiry, offer or proposalTransferred Assets.

Exclusivity. The Sellers shall not (and the Sellers shall not allow a) Except as specifically contemplated by Section 5.14, BE&K agrees that neither it nor any of its Subsidiaries nor any of the Eldorado Entities officers and directors of it or its Subsidiaries shall, and that it shall cause its and such Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of their directorsits Subsidiaries) not to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate solicit or knowingly encourage, encourage or furnish information with respect to any of the Eldorado Entities or the Business in connection with, knowingly facilitate any inquiry, proposal or offer from any Person with respect to, or a transaction to any effect, a merger, consolidation reorganization, share exchange, consolidation, business combination, recapitalization or other business combination similar transaction involving BE&K or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities its Subsidiaries, or the acquisition any sale of all 20% or a substantial portion more of the assets (including stock of any of its Subsidiaries) of BE&K and any of its Subsidiaries, or any purchase or sale of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer for, its equity securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning, directly or indirectly, securities representing 20% or more of the voting equity securities of BE&K or any of its Subsidiaries (any such inquiry, proposal, offer or transaction, an "“Acquisition Transaction"Proposal”); , (ii) negotiatehave any discussion with or provide or cause to be provided any non-public information to any Person relating to an Acquisition Proposal, discuss, explore or otherwise communicate engage or cooperate participate in any way with any third party with respect to any negotiations concerning an Acquisition Transaction; Proposal, (iii) enter into approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; Proposal or (iv) make approve, endorse or authorize recommend, or propose publicly to approve, endorse or recommend, or execute or enter into, any statementletter of intent, recommendation option agreement, agreement in principle, merger agreement, acquisition agreement or solicitation in support other similar agreement or agree to do any of the foregoing related to any Acquisition TransactionProposal. Notwithstanding Without limiting the foregoing, the Sellers it is understood that any violation of this Section 5.3 by any Subsidiary of BE&K or representatives of BE&K or any of its Subsidiaries shall have the right be deemed to advise any person with whom they are engaged in discussions or negotiations relating to be a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale breach of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.this Section 5.3 by BE&K.

Exclusivity. The Sellers shall Seller will not (and the Sellers shall not allow any will cause each of the Eldorado Entities or any of their directors, its respective officers, employees, agentsdirectors, affiliates or representativesmanagers, including investment bankersmembers, financial partners, equityholders, advisors, attorneys financing sources, representatives and accountants to agents or Affiliates not to, (collectively, "Representatives")a) directly or indirectly, take any of the following actions: (i) indirectly solicit, initiate, facilitate or knowingly encourageencourage (including by way of furnishing information), or furnish information with respect take any other action to facilitate any of the Eldorado Entities inquiry or the Business in connection withmaking of any proposal which constitutes, or could reasonably be expected to lead to, any inquiry, proposal acquisition or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any purchase of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofassets, equity interests or any other securities of, any of the Eldorado Entities Seller or any tender offer or exchange offer offer, merger, consolidation, business combination, joint venture, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving Seller, or any other transaction, the consummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an "Acquisition Transaction"); “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (iib) negotiatepropose, discussenter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, explore or furnish to any other Person any information with respect to the business or assets of Seller in connection with an Alternate Transaction Proposal, or otherwise communicate or cooperate in any way with with, or assist or participate in, facilitate or encourage, any third party with respect effort or attempt by any other Person to any Acquisition Transaction; (iii) enter into any agreement, arrangement do or understanding with respect to an Acquisition Transaction or requiring seek any of the Sellers and/or foregoing without the prior written consent of Purchaser. Seller will, promptly terminate any discussions or negotiations regarding an Alternate Transaction Proposal. Seller will promptly notify Purchaser in the event that Seller 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 Eldorado Entities to abandon, terminate identity of the Person indicating such interest or refrain from consummating making such Alternate Transaction Proposal and a copy thereof. Without limiting the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support generality of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction Parties acknowledge that the Sellers have entered into exclusive negotiations regarding current timeline for submitting a change of ownership application with the sale of MED is one hundred twenty (120) days and that the Securities, provided that they covenants set forth in this Section 5.6 shall not disclose continue until the proposed Purchase Price Closing Date or the identity termination of Buyer. The Sellers shallthis Agreement in accordance with ARTICLE VIII, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalwhichever occurs first.

Exclusivity. The Sellers shall not In consideration of the Buyer entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, until the Release Time (and 1) each of the Sellers shall not allow any of will cease, and will cause each entity within the Eldorado Entities or any of Acquired Group and their directors, officersrespective Affiliates, employees, agentslegal counsel, affiliates or representatives, including investment bankersaccountants, financial advisors, attorneys accountants, consultants and accountants other representatives to (collectivelycease, "Representatives")) directly or indirectly, take any of all existing discussions among each entity within the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of Acquired Group and the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way Sellers with any third party with respect to any Acquisition Transaction; Proposal (iiias defined below) enter into and (2) prior to any agreementtermination of this Agreement as set forth in Article 11 hereto, arrangement each entity within the Acquired Group and each Seller and each of their respective employees, legal counsel, accountants, financial advisors, consultants and other representatives will not engage in, respond to or understanding continue any Solicitation (as defined below) or take any action to authorize or permit any of the foregoing to engage in or continue any Solicitation. Each of the Sellers hereby represents to the Buyer that neither it, any entity within the Acquired Group nor any of their respective Affiliates, employees, legal counsel, accountants, financial advisors, consultants or other representatives is now engaged in discussions or negotiations with any other party other than the Buyer with respect to an any Acquisition Transaction Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or requiring issuance of any Units or other Equity Interests of any entity within the Acquired Group, (B) a merger, consolidation, sale of a substantial portion of the assets or any similar transaction or business combination involving any entity within the Acquired Group, (C) any other transaction involving any entity within the Acquired Group or any of their Equity Interests or assets that would have an effect similar to the Sellers and/or transactions described in (A) or (B), or (D) any other transaction that would reasonably likely have the effect of the Eldorado Entities to abandon, terminate or refrain from consummating proscribing the transactions contemplated in this Agreement; , including, without limitation, a recapitalization or refinancing. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations with, or furnishes any information to, any Person (iv) make other than the Buyer or authorize any statementagent, recommendation Affiliate, representative or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale other designee of the SecuritiesBuyer), provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an any Acquisition TransactionProposal, including information as to including, without limitation, discussions between or among the identity of the party or offeror making such inquiry, offer or proposalSellers.

Exclusivity. The Sellers In consideration of the time, effort and expenses to be undertaken by Purchaser in connection with the pursuit of the transaction contemplated herein, the parties agree that the Vendor shall deal exclusively with the Purchaser, its affiliates and each of their successors and assigns from the Effective Date and until the Closing Date (“Exclusivity Period”). During the Exclusivity Period, the Vendor shall not, and shall not (and the Sellers shall not allow authorize or permit any of the Eldorado Entities or any of their directorsits Representatives to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, initiate or take any action with the primary intent to facilitate or knowingly encourage, or furnish information with respect to encourage any of the Eldorado Entities inquiries or the Business in connection with, making of any inquiry, proposal from a person or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (group of persons other than the transaction contemplated in this Agreement) involving Purchaser and its affiliates that may constitute, or could reasonably be expected to lead to, any direct or indirect acquisition of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer Purchased Assets (an "Acquisition “Alternative Transaction"”); (ii) negotiate, discuss, explore enter into or otherwise communicate or cooperate participate in any way discussions or negotiations with any third party with respect to any Acquisition person or group of persons other than Purchaser and its affiliates regarding an Alternative Transaction; or (iii) enter into an Alternative Transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet, memorandum of understanding with respect or other similar document, relating to an Acquisition Transaction or requiring any Alternative Transaction. The Vendor confirms that prior to the Effective Date and in accordance with the terms of the Sellers and/or any of the Eldorado Entities LOI, it has caused its Representatives to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in all pre-existing discussions or negotiations relating to with any person or group of persons other than Purchaser and its affiliates regarding an Alternative Transaction. Nothing herein shall prohibit or otherwise prevent the Vendor from discussing, entering into or consummating a potential Acquisition Transaction that transaction for all of or a majority of, the Sellers have entered into exclusive negotiations regarding the sale common shares of either Vendor or all or substantially all of the Securitiesassets of the Vendor (either individually or collectively) (in either case, a “Sale of the Vendor’s Business”), provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hoursi) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity such Sale of the Vendor’s Business is not entered into primarily as a means to diminish, defeat or otherwise circumvent the exclusivity obligations of the Vendor set forth herein; and (ii) any Sale of the Vendor’s Business shall be conditional upon the acquirer agreeing to be bound by the terms and conditions of this Agreement, as if the acquirer was the original vendor party or offeror making such inquiry, offer or proposalto same.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers shall not allow transactions contemplated hereby, none of the Company, the Stockholder nor any of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Eldorado Entities foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If Company or Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company and the Stockholder shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers shall not (and During the Sellers shall not allow any period from the date of this Agreement through the earlier of the Eldorado Entities Closing or any the termination of this Agreement in accordance with its terms, the Seller will not, and will cause the Acquired Companies and their subsidiaries and its and their respective affiliates, directors, officers, employees, agentsequityholders, affiliates or subsidiaries, attorneys, representatives, including investment bankersadvisors and agents (together, financial advisorsthe “Representatives”) not to, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take (a) solicit any of the following actions: (i) solicitoffers, inquiries or proposals from, or negotiate, initiate, facilitate enter into or knowingly participate in discussions with, or encourage, cooperate with or furnish provide any information with respect to to, any of the Eldorado Entities person, corporation, partnership or the Business other entity or group (other than Purchaser and its designees) in connection withwith or concerning any possible sale of stock (or other equity interests) by any equityholders of, any inquiry, proposal or offer from any Person with respect to any merger, consolidation recapitalization, spin-off or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any sale of the Eldorado Entities or the acquisition of all securities or a substantial material portion of the assets of, the Acquired Companies or the Business, or any securities other transaction involving a change in the ownership of, or third party debt financing (other than in the ordinary course of business pursuant to the Company’s debt arrangements in effect as of the date hereof) or equity financing of, the Business (a “Competing Transaction”), or (b) participate in, encourage or continue any ongoing discussions or negotiations on or after the date hereof regarding any Competing Transaction. Seller and its Representatives shall immediately upon the execution of this Agreement terminate any existing or continuing activities described in the preceding sentence. Seller hereby represents that, as of the date hereof, neither it nor any of the Eldorado Entities its affiliated entities is party to or bound by any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party agreement with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition such Competing Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in other than this Agreement; , confidentiality agreements with third parties that are currently in effect or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transactionas otherwise expressly contemplated by this Agreement. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers Seller shall, and shall cause their its Representatives to, notify Buyer Purchaser promptly after (and in any event no later than 24 hours) receipt of any oral or written inquiryexpression of interest, offer inquiry or proposal by any third parties to Seller or any of its Representatives with respect to an Acquisition a Competing Transaction, including information as and shall disclose to Purchaser on a reasonably detailed basis the contents thereof (other than the identity of such third party), except to the party or offeror making extent such inquirydisclosure is prohibited by Seller’s obligations under confidentiality agreements in effect on September 6, offer or proposal.2012. [*****] Confidential material redacted and separately filed with the Securities and Exchange Commission

Exclusivity. The Sellers shall Acquired Companies will not solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the ownership Units or assets of any Acquired Company (and the Sellers shall not allow including any acquisition structured as a merger, consolidation, or share exchange). The Seller agrees that neither it nor any of the Eldorado Entities Acquired Companies nor any of the officers, managers or directors of the Seller or any of their directorsthe Acquired Companies shall, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants that each shall use its commercially reasonable efforts to cause its representatives and agents not to (collectively, "Representatives")and shall not authorize any of them to) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate knowingly encourage or knowingly encouragefacilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to any of the Eldorado Entities or the Business in connection withto, any inquiry, proposal or offer from Alternative Proposal; (iii) engage in discussions with any Person with respect to any mergerAlternative Proposal, consolidation except as to the existence of these provisions; (iv) approve, endorse or other business combination recommend any Alternative Proposal; or acquisition (other than the v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Alternative Proposal or transaction contemplated in this Agreement) involving any thereby. The Seller and each of the Eldorado Entities Acquired Companies will immediately cease any and all existing activities, discussions or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way negotiations with any third party parties conducted heretofore with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionAlternative Proposal. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer As promptly as practicable after (and in any event no later than 24 hours) receipt of any Alternative Proposal or any request for nonpublic information or inquiry which it reasonably believes would lead to an Alternative Proposal, the Seller shall provide the Purchaser with oral and written notice of the material terms and conditions of such Alternative Proposal, request or inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to and the identity of the party Person or offeror group making any such Alternative Proposal, request or inquiry, offer or proposal.

Exclusivity. The Sellers From and after the date of this Agreement, Seller, FGWLA, CLAC and their Affiliate shall not (and the Sellers shall not allow any of the Eldorado Entities or any of their directorsnot, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take through any director, officer, employee, shareholder, financial advisor, representative or agent of the following actions: such Person (i) solicit, initiate, aid or encourage (including by way of furnishing information or advice) or take any other action to facilitate any inquiries or knowingly encourageproposals that constitute, or furnish information with respect could reasonably be expected to any of the Eldorado Entities or the Business in connection withlead to, any inquiry, a proposal or offer from any Person with respect to any for a merger, consolidation consolidation, amalgamation, business combination, sale or other business combination transfer of assets or acquisition properties, sale of shares of capital stock (other than the including by way of a tender or exchange offer), or similar transaction contemplated in this Agreement) involving any part of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer Acquired Operations (an "“Acquisition Transaction"Proposal ”); , (ii) negotiate, discuss, explore engage in negotiations or otherwise communicate or cooperate in any way discussions with any third party with respect Person (or group of Persons) other than Purchaser or its advisors (an “Alternate Bidder ”) concerning, or provide any nonpublic information or advice to any Person relating to, any Acquisition Transaction; Proposal, (iii) enter into continue any agreement, arrangement prior discussions or understanding negotiations with respect to an any Alternate Bidder concerning any Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; Proposal or (iv) make accept, or authorize enter into any statementcontract (whether or not contingent upon consummation of the transactions contemplated by this Agreement) concerning, recommendation or solicitation in support of any Acquisition TransactionProposal with any Alternate Bidder or consummate any Acquisition Proposal other than as contemplated by this Agreement. Notwithstanding In the foregoingevent that any of Seller, FGWLA, CLAC or their Affiliate receives an Acquisition Proposal, the Sellers Person receiving such Acquisition Proposal shall have the right to advise any person with whom they are engaged promptly notify Purchaser of such proposal and provide a copy thereof (if in discussions written or negotiations relating to electronic form) or, if in oral form, a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale written summary of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, terms and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transactionconditions thereof, including the names of the interested parties. Seller, FGWLA, CLAC and their Affiliate shall request that all Alternate Bidders who executed a confidentiality agreement in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement ”) return, or destroy, all confidential information as heretofore furnished to such Alternate Bidder by or on behalf of Seller, FGWLA, CLAC, the Seller Subsidiaries or their Affiliates subject to the identity terms of the party or offeror making such inquiry, offer or proposalSeller Confidentiality Agreement.

Exclusivity. The Sellers Sponsor shall not and shall direct its Representatives not to, (and the Sellers shall not allow any i) initiate, solicit, knowingly facilitate or knowingly encourage (including by way of the Eldorado Entities or any of their directorsfurnishing non-public information), officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take whether publicly or otherwise, any of the following actions: Business Combination Proposal (iii) solicit, initiate, facilitate engage in any negotiations or knowingly encouragediscussions concerning, or provide access to or furnish non-public information regarding, Parent’s or Merger Sub’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Business Combination Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any of the Eldorado Entities Business Combination Proposal (or the inquiries, proposals or offers or other communications that would reasonably be expected to lead to any Business in connection withCombination Proposal) or otherwise cooperate with or assist or participate in, or knowingly facilitate any inquirysuch inquiries, proposal proposals, offers, efforts, discussions or offer from negotiations, (iv) amend or grant any Person waiver or release under any standstill or similar agreement with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any class of equity securities of the Eldorado Entities Parent or the acquisition of all Merger Sub, (v) approve, endorse or a substantial portion of the assets ofrecommend, or any securities ofpropose publicly to approve, endorse or recommend, any of the Eldorado Entities Business Combination Proposal, (vi) approve, endorse, recommend, execute or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to an Acquisition Transaction any Business Combination Proposal, or requiring (vii) resolve or agree to do any of the Sellers and/or foregoing actions or otherwise authorize or permit any of the Eldorado Entities its Representatives to abandontake any such action. Sponsor shall and shall instruct and cause its Representatives, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize to immediately cease any statementsolicitations, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to with any person (other than the parties hereto and their respective Representatives) in connection with a potential Acquisition Transaction Business Combination Proposal, and Sponsor acknowledges that the Sellers have entered into exclusive negotiations regarding the sale any action taken by it or any of its Representative in violation of the Securitiesrestrictions set forth herein, provided that they whether or not such Representative is purporting to act on Sponsor’s behalf, shall not disclose be deemed to constitute a breach of this Agreement. Sponsor shall promptly notify the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after Company (and in any event no later than 24 hourswithin two (2) Business Days) of receipt of (a) any written Business Combination Proposal or (b) any inquiry, proposal, offer or proposal with respect other communication that could reasonably be expected to an Acquisition Transaction, including lead to any Business Combination Proposal and (c) any request for non-public information as relating to Parent or Merger Sub or for access to the identity properties, assets, personnel, books or records or any Confidential Information or data of Parent or Merger Sub by any person or “group” (as defined in the Exchange Act) (other than the Company, the Company Subsidiaries or their respective affiliates or their respective Representatives), which notice shall identify the person or “group” making such Business Combination Proposal, inquiry, proposal, offer, other communication or request and include a summary of the party material terms and conditions of any Business Combination Proposal (and, if available, a copy of any Business Combination Proposal), any material developments, discussions or offeror making negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Business Combination Proposal, inquiry, proposal, offer or proposalother communication.

Exclusivity. The Sellers Seller shall not, and shall not (and the Sellers shall not allow permit any of the Eldorado Entities its Representatives, or any Company, or Company Subsidiary, or any Representative of their directorsany Company or any Company Subsidiary, officersin each case, employeesto, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (ia) solicit, initiate, facilitate encourage, encourage others to solicit, facilitate, agree to, recommend or knowingly encourageaccept (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal, or (b) enter into, participate in, maintain or continue any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, or knowingly facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Seller (x) immediately shall cease (and cause its Representatives, the Companies and its Representatives, and the Subsidiaries of the Companies and their Representatives to cease), and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, and (y) immediately revoke or withdraw access of any Person (other than the Buyer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to any of the Eldorado Entities Companies or the Business their respective Subsidiaries in connection with, any inquiry, proposal with an Acquisition Proposal and request from each Person (other than the Buyer and its Representatives) the prompt return or offer from any Person destruction of all non-public information with respect to the Companies or their respective Subsidiaries previously provided to such Person in connection with an Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than pursuant to the terms of this Agreement): (i) any direct or indirect acquisition or purchase of any portion of the capital stock or other equity or ownership interest of the Companies or any of its Subsidiaries or the assets of the Companies and their respective Subsidiaries (other than inventory to be sold in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or other business combination relating to the Companies or acquisition any of their respective Subsidiaries, or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Companies or any of their respective Subsidiaries. The Seller shall promptly (but in any event, within one Business Day) notify the Buyer in writing after receipt by the Seller or any of the Companies or their respective Subsidiaries (or, to the knowledge of the Seller, by any of its or their respective Representatives), of (i) any Acquisition Proposal (or any material modification thereto), or (ii) any request for non-public information relating to any Company or any Subsidiary of any Company or for access to any of the properties, books or records of any Company or any Subsidiary of any Company by any Person or Persons other than the transaction contemplated Buyer and its Representatives reasonably expected to be in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way connection with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalProposal.

Exclusivity. The Sellers shall not (Companies and the Sellers shall not allow any Buyer acknowledge that the Buyer will devote substantial time and incur significant out-of-pocket expenses (including attorneys’, accountants’ and consultants’ fees and expenses) in connection with conducting business, financial and legal due diligence investigations of the Eldorado Entities or any of their directorsCompanies, officersdrafting and negotiating this Agreement and related documents, employeesobtaining third party consents, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to other related expenses (collectively, "Representatives"“Acquisition Expenses”). To induce the Buyer to incur Acquisition Expenses, each Company agrees that until such time as this Agreement has terminated in accordance with ARTICLE XII hereof, such Company shall not and shall not permit any shareholder, officer, director, advisor, agent or affiliate of such Company to: (a) encourage, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (an “Acquisition Proposal”) by a third party (other than the transaction contemplated in this AgreementBuyer or its representatives and agents and any other person the Buyer designates) involving any of regarding (i) the Eldorado Entities or the acquisition sale of all or a substantial portion any material assets of the assets of, such Company or any securities ofof its Subsidiaries (other than the sale of inventory in the ordinary course consistent with past practice), any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiateany sale, discussmerger, explore consolidation, public offering, recapitalization, issuance of securities or similar transaction involving such Company or any of its Subsidiaries, or (iii) the issuance of the capital stock of such Company or any of its Subsidiaries (the actions referred to in clauses (i) through (iii), each a “Third Party Acquisition”), (b) except as otherwise communicate required by law, provide any non-public financial or cooperate in other confidential or proprietary information regarding such Company (including this Agreement and any way with other materials containing the Buyer’s or its Affiliates’ proposal and any third party with respect other financial information, projections or proposals regarding such Company) to any person or entity (other than to the Buyer or its representatives and agents and any other person the Buyer designates) whom such Company knows, or has reason to believe, would have any interest in participating in an Acquisition Transaction; Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to result in, a Third Party Acquisition, (iiic) enter into any written or oral agreement, arrangement or understanding requiring such Company or the Sellers to abandon, terminate or fail to consummate the transactions contemplated hereby, (d) enter into any written or oral agreement or understanding with any person or entity (other than the Buyer or its representatives and agents and any other person the Buyer designates) regarding an Acquisition Proposal, or (e) take any action or the effecting of a transaction which, in any case, directly or indirectly accomplishes any of the foregoing or which would defeat the purposes of this Agreement. Each Company agrees to immediately notify the Buyer if it or any of its representatives receives after the date hereof any indications of interest, requests for information or offers in respect of an Acquisition Proposal, and will communicate to the Buyer in reasonable detail the terms of any such indication, request or proposal, and will provide the Buyer with copies of all written communications relating to any such indication, request or proposal. Each Company represents that neither it nor any of its stockholders or Affiliates is party to or bound by any agreement with respect to an Acquisition Transaction or requiring any Proposal other than under this Agreement and that it has fully complied with the provisions of Section 8 of the Sellers and/or any letter of the Eldorado Entities to abandonintent between Lazy Days and Bruckmann, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statementXxxxxx, recommendation or solicitation in support Xxxxxxxx & Co., Inc. dated as of any Acquisition Transaction. Notwithstanding the foregoingDecember 20, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal2003.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, no Company, no Stockholder and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, any Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition 45 Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If any Company or Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Section 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers In view and in consideration of the substantial time and effort that the Parties will devote to the proposed transaction, for a period of time (the “Exclusivity Period”) commencing on the date of this Agreement and ending December 31, 2020 or at such earlier time that this Agreement is terminated pursuant to Section 9.01, or the Closing occurs, neither the Seller nor the Company nor any Blackbird Entity shall not (and the Sellers each shall not allow any of the Eldorado Entities or any of their directorsensure that its respective Representatives do not), officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) whether directly or indirectly, through any Representative or otherwise (i) take any actions to solicit, invite submission of, encourage, entertain, accept, consider or respond to proposals or offers from any Person relating to any transaction involving the transfer or acquisition of all or substantially all of (x) the assets, (y) business of, or (z) the equity interests in, the Company or any of the following actions: (i) solicitBlackbird Entities, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect including pursuant to any merger, consolidation recapitalization, joint venture, conversion, exchange or other business combination with or acquisition involving the Company or any of the Blackbird Entities, or any public or private offering, issuance, transfer or sale of shares of equity or debt securities of the Company (any of the foregoing, an “Acquisition Proposal”), (ii) participate in any discussion or negotiation regarding an Acquisition Proposal with any person or entity other than the transaction contemplated in this AgreementBuyer or Xxxxxx, (iii) involving furnish any information or afford access to the properties, books, or records of the Company or any of the Eldorado Blackbird Entities or to any Person that has made or, to the acquisition of all or a substantial portion of Seller’s Knowledge, considered making an Acquisition Proposal other than the assets ofBuyer and Xxxxxx, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (iiiv) negotiate, discuss, explore or otherwise communicate or cooperate in any way with with, assist or participate in, or facilitate or encourage any third party with respect offer or attempt by any other Person to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring do any of the Sellers and/or foregoing. The Seller and the Company shall immediately terminate any activity with a third party respecting an Acquisition Proposal or any related inquiry and notify the Buyer regarding any contact from any Person regarding any such Acquisition Proposal or any related inquiry and shall provide to the Buyer with the name and other details of any such Acquisition Proposal or related inquiry. To the Eldorado Entities to abandonextent that Seller or the Company breaches this provision, terminate or refrain from consummating it shall reimburse Buyer and its Representatives for any and all costs and expenses incurred in connection with the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalherein.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers shall not allow transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Eldorado Entities foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers During the period from the date of this Agreement to the earlier of (a) the Closing and (b) the date this Agreement is validly terminated pursuant to Section 10.1, the Company shall not, and shall not (and the Sellers shall not allow authorize or permit, any of the Eldorado Entities its Representatives, Subsidiaries or Affiliates to, directly or indirectly, to (a) initiate, encourage or solicit any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (b) participate in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, MergerCo or any of their directors, officers, employees, agents, affiliates respective Affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants Representatives) relating to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourageAcquisition Proposal, or furnish information with respect to (c) approve, authorize, or enter into any of the Eldorado Entities contract or the Business in connection withagreement contemplating or otherwise relating to, any inquiryAcquisition Proposal. Promptly following execution of this Agreement, proposal the Company shall, and shall instruct each of its Affiliates and Subsidiaries, and its and their respective Representatives to, (x) immediately cease any existing activities, discussions or offer from negotiations with any Person with respect to any mergerAcquisition Proposal, consolidation and (y) request the return or other business combination or acquisition destruction of any due diligence materials provided to any Persons (other than the transaction contemplated Parent, MergerCo and their Representatives) in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way connection with any third party with respect to any Acquisition Transaction; (iii) enter into any agreementProposal. If the Company receives an inquiry, arrangement proposal or understanding with respect to offer for an Acquisition Transaction or requiring any of Proposal, then the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer Company promptly after (and in any event no later than 24 hourstwelve (12) hours of receipt) shall notify the Parent of the receipt of any written such an inquiry, offer proposal or proposal with respect to an Acquisition Transactionwritten offer, including information as shall then provide to the identity Parent copies of all written or electronically delivered materials related thereto and shall refrain from contacting or negotiating with the party offeror or offeror making such inquiry, otherwise pursuing said offer or proposalin any manner.

Exclusivity. The Sellers Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with the other Consortium Members to implement the Transaction in accordance with this Agreement and shall not discuss with any third party regarding any transaction relating to the Company or the Securities; -9- (b) each Consortium Member shall not, and shall cause its/his/her Affiliates not to, without the Sellers shall not allow any prior knowledge and written consent of the Eldorado Entities or any of their directorsother Consortium Members, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take either alone or with any of the following actionsits/his/her Affiliates: (i) solicit, initiate, facilitate make a Competing Proposal or knowingly encouragejoin with, or furnish invite, any other Person to be involved in the making of any Competing Proposal or provide any information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any other Person with respect a view to any merger, consolidation pursue or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or evaluate a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction")Competing Proposal; (ii) negotiatefinance or offer to finance any Competing Proposal, discuss, explore including by offering any equity or otherwise communicate or cooperate debt financing in support of any way with any third party with respect to any Acquisition TransactionCompeting Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise dispose of, any Securities except as contemplated under this Agreement and the Documentation, or enter into any agreement, arrangement or understanding with respect thereto; (iv) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any a limitation on voting rights of the Sellers and/or Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities except as contemplated under this Agreement and the Eldorado Entities Documentation or to abandonexpressly support the Transaction; (vi) take any action that would have the effect of preventing, terminate disabling or refrain delaying such Consortium Member from consummating performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the transactions Transaction as contemplated in under this Agreement; or (ivviii) make aid, abet, counsel or authorize induce any statement, recommendation or solicitation other Person in support of doing any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they things mentioned in the foregoing provisions of this Section 9.1(b); and (c) each Consortium Member shall not notify the other Consortium Members immediately if it/he/she or any of its/his/her Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal and shall disclose to the proposed Purchase Price or other Consortium Members the identity of Buyer. The Sellers shall, any other Persons involved and shall cause their Representatives to, notify Buyer promptly after (the nature and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity content of the party approach or offeror making communication. 9.2 Other commitments. Each Consortium Member shall vote or cause to be voted all of the Securities beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) or controlled (including through any power of attorney or voting proxy) by such inquiryConsortium Member and its/his/her Affiliates (i) in favor of the adoption of the Merger Agreement and the Transaction and (ii) against any Competing Proposal, offer or proposal.at any shareholders meeting of the Company. 9.3 This Section 9 and the Exclusivity Period shall survive termination of the Agreement. 10. TERMINATION 10.1 Failure to agree. If the Founder determines at his sole discretion that the Consortium, as represented by the Founder, after good faith endeavors to pursue the Transaction in compliance with the other sections of this

Exclusivity. The Sellers During the Pre-Closing Period, none of Seller Parties shall not (and the Sellers Seller Parties shall not allow any of the Eldorado Entities or any of cause their directorsrespective Affiliates, officers, directors, managers, employees, agentsattorneys, affiliates or representativesaccountants, including investment bankersconsultants, financial advisors, attorneys and accountants to (collectivelyother agents not to), "Representatives")) directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing any information relating to Seller or the Business), or induce or take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring any Seller Party to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect foregoing. Seller Parties agree to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from notify Buyer immediately if any Person with respect to makes any mergerproposal, consolidation offer, inquiry or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding contact with respect to an Acquisition Transaction or requiring any Proposal and, to the extent permitted by non-disclosure agreements entered into prior to the date hereof, provide Buyer with a description of the Sellers and/or material terms and conditions thereof, including the identity of such Person. Seller Parties shall immediately cease and cause to be terminated any of discussions with any Person (other than Buyer) concerning any proposal relating to an Acquisition Proposal. With respect to the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person Persons with whom they are engaged in discussions or negotiations relating have been terminated, Seller Parties shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person by any Seller Party or any of their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or other agents. Seller Parties release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Seller Party is a potential Acquisition Transaction that party, without the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity prior written consent of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers shall not (a) From and after the Sellers shall not allow date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8, the Company will not, nor will it authorize or permit any of the Eldorado Entities its officers, directors, Affiliates or employees or any of their directorsinvestment banker, officersattorney or other advisor or representative retained by it to, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or induce the making, facilitate submission or knowingly encourageannouncement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any of the Eldorado Entities inquiries or the Business in connection withmaking of any proposal that constitutes or may reasonably be expected to lead to, any inquiryAcquisition Proposal, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated iii) engage in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way discussions with any third party person with respect to any Acquisition Transaction; Proposal, except as to disclose the existence of these provisions, (iiiiv) endorse or recommend any Acquisition Proposal, provided that, notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prevent the Company Board from recommending a Superior Proposal or (v) enter into any agreementletter of intent or similar document or any contract, arrangement agreement or understanding commitment contemplating or otherwise relating to any Superior Proposal; provided, however, that prior to the adoption of this Agreement by the required Company Stockholder vote, this Section 6.5(a) shall not prohibit the Company from furnishing non-public information regarding the Company to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn) or the Company Board from recommending that the Company Stockholders approve a Superior Proposal if (1) neither the Company nor any representative of the Company shall have violated any of the restrictions set forth in this Section 6.5, including obligations under clause (i) above, (2) the Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under Delaware Law, (3) prior to furnishing any such non-public information to, or entering into discussions with, such person or group, the Company gives Parent written notice of the identity of such person or group and of the Company’s intention to furnish non-public information to, or enter into discussions with, such person or group and the Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all non-public written and oral information furnished to such person or group by or on behalf of the Company and (4) contemporaneously with furnishing any such non-public information to such person or group, the Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company to Parent); provided, further, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(g) hereof. The Company will, and will cause its officers, directors, affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionProposal. Notwithstanding Without limiting the foregoing, the Sellers shall have the right to advise it is understood that any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale violation of the Securitiesrestrictions set forth in the preceding two sentences by any officer, provided that they shall not disclose the proposed Purchase Price director or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity employee of the party Company or offeror making such inquiryany investment banker, offer attorney or proposalother advisor or representative of the Company shall be deemed to be a breach of this Section 6.5 by the Company.

Exclusivity. (a) The Sellers shall not (Company and the Sellers shall not allow any Restricted Persons agree that, during the Exclusivity Period (as defined below), the Company will not, and will cause each of the Eldorado Entities or any of their its directors, officers, employees, representatives, agents, affiliates Subsidiaries, Affiliates, or representativesStockholders not to, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate knowingly encourage or knowingly encouragefacilitate any inquiries or the making of any proposals or offers from any person or entity concerning (x) any transfer or sale of assets of the Company or any Subsidiary (not in the Ordinary Course of Business), (y) the issuance of any capital stock or other equity or debt interests of the Company or any Subsidiary, other than capital stock issued upon exercise or conversion of presently outstanding exercisable or convertible securities, or furnish (z) any acquisition, business combination, amalgamation, change of control or other similar transaction involving the Company or any Subsidiary, (ii) have any discussion with or provide any confidential information or data to any person or entity relating to any such inquiry, proposal or offer, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Stockholder, any such proposal or offer, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar agreement related to any such proposal or offer, or propose, whether publicly or to any director or Stockholder, or agree to do any of the foregoing related to any such proposal or offer. The Company will instruct its representatives to, immediately cease and terminate any existing discussion, or negotiation with any third parties conducted heretofore by the Company or any of its representatives with respect to any of the Eldorado Entities foregoing. The Company will promptly advise Buyer of, and communicate to Buyer in writing the terms and conditions of (and the identity of the person or the Business in connection withentity making), any such inquiry, proposal or offer from any Person with respect received subject to, and only to any mergerthe extent of, consolidation applicable contractual obligations of the Company under non-disclosure or other business combination or acquisition (other than similar agreements existing as of the transaction contemplated in date of this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers shall not (Each Acquired Company and each Seller, on behalf of themselves and their respective Affiliates, agree that, during the Sellers shall not allow any pendency of the Eldorado Entities or this Agreement, neither they nor any of their respective officers, directors, officers, employees, stockholders, partners, members, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectivelyconsultants, "Representatives")) attorneys, accountants, representatives or other advisors will, directly or indirectly, take any of the following actions: indirectly (i) solicit, initiate, facilitate or knowingly encouragefacilitate, or furnish encourage (including by way of furnishing any information relating to the Acquired Companies or the Purchased Assets or the Acquired Businesses) the submission of any Acquisition Proposal with respect to any of the Eldorado Entities or the Business in connection withAcquired Companies, any inquiryand/or Purchased Assets (other than, proposal or offer from any Person with respect to Inventory, in the ordinary course of business) or accept any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "such Acquisition Transaction")Proposal; (ii) negotiateparticipate in any discussions, discussnegotiations or other communications (as a sender thereof) regarding, explore or furnish to any Person any information with respect to, or take any other action to knowingly facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, or otherwise communicate or knowingly cooperate in any way with way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourage any third party with respect effort or attempt by any other Person to seek to do any Acquisition Transactionof the foregoing; or (iii) enter into any agreement, arrangement or understanding agreement with respect to an any Acquisition Transaction or requiring any Proposal. Immediately following the execution and delivery of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers each Seller shall, and each Seller and each Acquired Company shall cause their Representatives its and its Subsidiaries’ respective officers, directors, employees, partners, members, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors to, notify Buyer cease and cause to be terminated all existing discussions, negotiations and other communications with any Persons conducted heretofore with respect to any Acquisition Proposal. The Acquired Companies and each Seller shall, as promptly after as practicable (and in any event no later than 24 hourswithin two (2) receipt days after such party obtains knowledge thereof), notify Parent if any other bona fide proposals or offers for any Acquired Company or any Purchased Assets or any Acquired Business are made, including the terms and conditions of any written inquiry, offer such inquiry or proposal with respect (unless such disclosure is prohibited by a confidentiality agreement executed prior to the date hereof). Neither any Acquired Company nor any Seller shall release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party pertaining to an Acquisition Transaction, including information as to Acquired Company or the identity of Purchased Assets or the party or offeror making such inquiry, offer or proposalAcquired Businesses.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, no Stockholder and none of their affiliates shall, and each of them shall cause the Company and each CLA Company and their respective employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its Stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, the Company or any CLA Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, and the Merger contemplated hereby. If the Company, any CLA Company or any Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then the transaction contemplated in this Agreement) involving Stockholders shall request the immediate return thereof. The Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers shall not (Company and the Sellers shall not allow any Approving Holders agree that between the date of this Agreement and the earlier of the Eldorado Entities or any Closing and the termination of their directorsthis Agreement, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys the Company and accountants to (collectively, "Representatives")) directly or indirectly, take any the each of the following actions: Approving Holders shall not, and shall take all action necessary to ensure that none of the Company’s Affiliates and Representatives shall (i) solicit, initiate, facilitate consider, encourage or knowingly encourageaccept any proposal or offer that constitutes an Acquisition Proposal or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Company and the Approving Holders shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the Eldorado Entities foregoing. The Company and/or the Approving Holders, as the case may be, shall notify the Parent promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or the Business in connection with, any inquiry, proposal inquiry or offer from other contact with any Person with respect thereto, is made. Any such notice to the Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, without the prior written consent of the Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following: (A) any direct or indirect acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) any merger, consolidation or other business combination relating to the Company or acquisition (other than the transaction contemplated in this AgreementC) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofrecapitalization, reorganization or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore other extraordinary business transaction involving or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalCompany.

Exclusivity. The Sellers shall not (Seller Parties will, and the Sellers shall not allow any each will cause each of the Eldorado Entities or any of their directors, such Person’s respective officers, employees, agentsdirectors, affiliates or managers, members, partners, equityholders, advisors, representatives, including investment bankersagents and Affiliates not to, financial advisors, attorneys and accountants to (collectively, "Representatives")a) directly or indirectly, take any of the following actions: (i) indirectly solicit, initiate, facilitate or knowingly encourageencourage (including by way of furnishing information), or furnish information with respect take any other action to facilitate any of the Eldorado Entities inquiry or the Business in connection withmaking of any proposal that constitutes, or could reasonably be expected to lead to, any inquiry, proposal acquisition or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any purchase of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofassets, equity interests or any other securities of, any of the Eldorado Entities Seller Parties or any tender offer or exchange offer offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transaction involving Seller Parties, or any other transaction, the consummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an "Acquisition Transaction"); “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (iib) negotiatepropose, discussenter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, explore or furnish to any other Person any information with respect to the business or assets of Seller Parties in connection with an Alternate Transaction Proposal, or otherwise communicate or cooperate in any way with with, or assist or participate in, facilitate or encourage, any third party with respect effort or attempt by any other Person to any Acquisition Transaction; (iii) enter into any agreement, arrangement do or understanding with respect to an Acquisition Transaction or requiring seek any of the Sellers and/or foregoing. Seller Parties will cause Seller Parties to promptly notify Buyer in the event that Seller Parties, any Member or any of the Eldorado Entities to abandontheir respective officers, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize directors, managers, employees, equityholders, advisors, representatives and agents receives any statement, recommendation or solicitation in support unsolicited indication of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer interest or proposal with respect to regarding an Acquisition TransactionAlternate Transaction Proposal, including information as to the identity of the party Person indicating such interest or offeror making such inquiry, offer or proposalAlternate Transaction Proposal and a copy thereof.

Exclusivity. The Sellers shall not (and the Sellers shall not allow any Seller, each of the Eldorado Entities Seller Interestholders and their respective Affiliates will not, directly or indirectly: (a) initiate, encourage, solicit or engage in any negotiations, communications or other contact, or enter into any Contract or have any understandings (including any letter of intent, purchase agreement or similar agreement), whether written or oral or binding or non-binding, in each case with, or provide any information to, any Person other than Buyer, Parent and their representatives with respect to (i) any sale or license of all or any portion of the Business, the Assets or the membership interests of Seller, (ii) any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction with Seller or the Seller Interestholders, or (iii) any other transaction that is inconsistent with the Contemplated Transactions (each an “Acquisition Proposal”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal or (c) disclose any nonpublic information relating to the Business or afford access to the properties, books or records relating to the Business or the Assets to any Person that to the Knowledge of Seller or the Seller Interestholders may be considering an Acquisition Proposal. Seller shall promptly notify Buyer if Seller, the Seller Interestholders or any of their directorsrespective Affiliates or representatives receives any requests for information, officersproposals, employees, agents, affiliates inquiries or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer other contact from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect relating to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or Proposal (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or including the identity of Buyer. The Sellers shallsuch Person, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt the material terms of any written inquiryproposal and a reasonable description of all related communications). Seller, offer the Seller Interestholders and their respective Affiliates shall be responsible for the conduct of their representatives or proposal other Persons acting on their behalf that is inconsistent with respect to an Acquisition Transaction, including information as to the identity this Section 5.7. Seller will thereafter keep Buyer informed of the party or offeror making subsequent status and terms of any such inquiry, offer or proposalproposals.

Exclusivity. The Sellers shall not (Between the Signing Date and the Sellers Closing, Seller Parent shall not, and shall cause and direct its Subsidiaries (including the Acquired Companies) and each of their Representatives not allow to, directly or indirectly, (a) initiate, solicit or encourage (including by providing information), induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of, any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal, (b) furnish to any other Person any information with respect to any Acquisition Proposal, (c) other than informing Persons of the Eldorado Entities provisions contained in this Section 5.21, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal, (d) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Seller Parent or the Acquired Companies, or any of their directorsAffiliates, officersto abandon or terminate its obligations under this Agreement, employeesor (e) agree, agents, affiliates resolve or representatives, including investment bankers, financial advisors, attorneys and accountants commit to (collectively, "Representatives")) directly or indirectly, take do any of the following actions: (i) solicitforegoing. Notwithstanding the foregoing, initiateBuyer Parent acknowledges and agrees that any disclosure required to be made by Seller Parent or any of its Affiliates pursuant to applicable Law not intended to solicit Acquisition Proposals, facilitate or knowingly encouragewill be deemed not to violate the provisions of this Agreement. Seller Parent shall immediately cease and cause to be terminated all existing discussions, or furnish information conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the Eldorado Entities or foregoing and terminate access to any “data rooms”. Seller Parent and the Business in connection with, any inquiry, proposal or offer from Acquired Companies agree to notify Buyer Parent immediately if any Person with respect to makes any mergerproposal, consolidation offer, inquiry or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding contact with respect to an Acquisition Transaction Proposal and provide Buyer Parent with a description of the material terms and conditions thereof, including the identity of such Person; provided that Seller Parent and the Acquired Companies shall have the right to respond to such Acquisition Proposal or requiring proposal, offer, inquiry or contact solely to inform such Person that Seller Parent and the Acquired Companies are subject to contractual restrictions and may not discuss such matters. Seller Parent shall not, and shall cause its Subsidiaries (including the Acquired Companies) not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller Parent or any of its Subsidiaries is a party, without the Sellers and/or any prior written consent of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionBuyer Parent. Notwithstanding the foregoing, the Sellers nothing in this Section 5.21 shall have the right restrict Seller Parent from taking any action with respect to advise a proposal, offer, inquiry or contact from any person with whom they are engaged in discussions or negotiations Person relating to any direct or indirect acquisition by such Person of any equity interests or control of Seller Parent or any assets of Seller Parent which do not comprise in whole or in part the Business or the Transferred Assets, whether by merger, consolidation, tender offer, exchange offer, stock acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise; provided, that Seller Parent shall cause the applicable acquirer of any Selling Entity or its assets or of Seller Parent or its assets (other than, in the case of a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securitiesequity of Seller Parent, provided that they shall not disclose if Seller Parent is the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify surviving entity) to assume any applicable obligations hereunder pursuant to a joinder reasonably satisfactory to Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalParent.

Exclusivity. The Sellers (a) From and after the date hereof until the earlier of the Closing or termination of this Agreement pursuant to Article IX hereof, the Seller shall not (and not, nor shall the Sellers shall not allow Seller authorize or knowingly permit any of the Eldorado Entities its officers, directors, Affiliates or employees or any of their directorsinvestment banker, officersattorney or other advisor or representative retained by it to, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or induce the making, facilitate submission or knowingly encourageannouncement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any of the Eldorado Entities inquiries or the Business in connection withmaking of any proposal that constitutes or may reasonably be expected to lead to, any inquiryAcquisition Proposal, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated iii) engage in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way discussions with any third party person with respect to any Acquisition Transaction; Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, provided, that the receipt without response (iiiexcept as to disclose the existence of these provisions) of an unsolicited interest of an Acquisition Proposal shall not by itself constitute a violation of this Section 5.6, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any agreementletter of intent or similar document or any contract, arrangement agreement or understanding with respect commitment contemplating or otherwise relating to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of BuyerProposal. The Sellers shall, and shall cause instruct, and use all reasonable efforts to cause, their Representatives respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, notify Buyer promptly after (immediately cease any and in all existing activities, discussions or negotiations with any event no later than 24 hours) receipt of any written inquiry, offer or proposal parties conducted heretofore with respect to an any Acquisition TransactionProposal. Without limiting the foregoing, including information as to the identity it is understood that any violation of the party restrictions set forth in the preceding two sentences by any officer, director or offeror making such inquiryemployee of any Seller or any of their respective Affiliates or any investment banker, offer attorney or proposalother advisor or representative of any Seller or any of their respective Affiliates shall be deemed to be a breach of this Section 5.6 by the Sellers.

Exclusivity. The Sellers shall not (and From the Sellers shall not allow date hereof until the date that this Agreement is terminated pursuant to Article XII, neither the Company, nor any of the Eldorado Entities or any of its Subsidiaries, nor Elite nor anyone acting on their directorsbehalf shall, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (ia) encourage, solicit, initiate, facilitate initiate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged participate in discussions or negotiations relating to with any Person regarding any Acquisition Proposal, other than Buyer or its Affiliates (collectively “Buyer Excluded Persons”), or an officer, partner, employee or other representative of a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations Buyer Excluded Person, (b) furnish any non-public information regarding the sale Company or any of the Securitiesits Subsidiaries to any Person, provided that they shall not disclose the proposed Purchase Price other than Buyer Excluded Persons, in connection with or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect response to an Acquisition TransactionProposal, including information as (c) engage or participate in discussions or negotiations with any Person that could reasonably be expected to lead to an Acquisition Proposal, or (c) consummate any Acquisition Proposal or accept any offer or agree to engage in any Acquisition Proposal. From the identity date hereof until the date that this Agreement is terminated pursuant to Article XII, neither the Buyer, nor anyone acting on its behalf shall, directly or indirectly, (a) encourage, solicit, initiate or participate in discussions or negotiations with any Person regarding any acquisition by the Buyer of the party assets or offeror making such inquiryshares or other equity interests of a company or other entity that has or constitutes an operating business or as may otherwise be considered an acquisition transaction in accordance with the Buyer’s Amended and Restated Memorandum and Articles of Association (a “Business Combination Proposal”), other than Elite and its affiliates (collectively “Elite Excluded Persons”), or an officer, partner, employee or other representative of a Elite Excluded Person, (b) furnish any non-public information regarding the Buyer to any Person, other than Elite Excluded Persons, in connection with or in response to an Business Combination Proposal, (c) engage or participate in discussions or negotiations with any Person that could reasonably be expected to lead to a Business Combination Proposal, or (c) consummate any Business Combination Proposal or accept any offer or proposalagree to engage in any Business Combination Proposal.

Exclusivity. The Sellers shall not (a) Subject to Section 5.3(b) hereof, until the earlier to occur of the Closing Date and the Sellers shall not allow date of termination of this Agreement pursuant to Section 8.1, no Seller nor any of the Eldorado Entities or any of their its officers, directors, officers, employees, agentsAffiliates, affiliates agents or representativesother representatives nor the Company (in its capacity as the sole shareholder of BHP and HCI) shall, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, encourage, initiate, facilitate entertain, accept receipt of, review or knowingly encourageencourage any proposals or offers from, or furnish participate in or conduct discussions with or participate or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to the acquisition of any Harvxx Xxxertainment Assets or the Harvxx Xxxertainment Business (including, but not limited to, any acquisition structured as a merger, consolidation, share exchange, purchase or otherwise) (in each case, a "Harvxx Xxxe Transaction"), (ii) provide information with respect to any Seller, any Affiliate of any Seller, the Eldorado Entities Harvxx Xxxertainment Assets or the Harvxx Xxxertainment Business in connection to any Person, other than to Purchaser, relating to (or which any Seller believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any inquiry, proposal effort or offer from attempt by any such Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities ofregard to, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Harvxx Xxxe Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) agree to enter into any agreementcontract, agreement or other arrangement with any Person, other than Purchaser, providing for, or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandonapprove, terminate or refrain from consummating the transactions contemplated in this Agreement; or a Harvxx Xxxe Transaction, (iv) make or authorize any statement, recommendation recommendation, solicitation or solicitation endorsement in support of any Acquisition TransactionHarvxx Xxxe Transaction other than by Purchaser, or (v) authorize or permit any of Sellers' or their Affiliates' officers, directors, employees, shareholders or other agents to take any such action. Notwithstanding the foregoingThe Board of Directors of each Seller shall not fail to recommend, or withdraw, modify or change in any manner adverse to Purchaser its approval or recommendation of, this Agreement, the Acquisition or the other transactions contemplated hereby, or resolve to take any of the foregoing actions. In addition, if any Seller or any Affiliate of Sellers receives any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Harvxx Xxxe Transaction, such Seller shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction immediately notify such offeror that the Sellers have Company has entered into an exclusive negotiations regarding sales agreement and cannot negotiate any offers for sale and such Seller shall also notify Purchaser thereof and provide Purchaser with the details thereof, including the identity of the Person or Persons making such offer or proposal, and shall keep Purchaser fully informed on a current basis of the status and details of any such offer or proposal. This Section 5.3(a) shall not apply to any proposals or offers from third parties with respect to (i) the sale of the Securitiescapital stock or assets of PM Entertainment or its subsidiaries or (ii) the sale of the capital stock of the Company, provided that they in any such sale the purchaser therein shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallexpressly agree to honor this Agreement, and shall cause their Representatives to, notify Buyer promptly after (and vote in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalfavor thereof if necessary.

Exclusivity. The Sellers shall not (a) From and after the Sellers shall not allow date hereof until the Closing or termination of this Agreement pursuant to Article IX (Termination), Seller will not, nor will it authorize or permit any of the Eldorado Entities its Subsidiaries, or any of its or their directorsrespective Representatives to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly seek, entertain, encourage, facilitate, support or furnish information with respect to any induce the making, submission or announcement of the Eldorado Entities or the Business in connection with, any inquiry, expression of interest, proposal or offer from any Person with respect to any concerning (A) the sale or other conveyance of the Business, (B) the sale or other conveyance of the Equity Interests or all or substantially all of the Purchased Assets (in the case of clauses (A) and (B), whether by way of merger, consolidation purchase of capital stock, purchase of assets or other business combination otherwise), or acquisition (other than the transaction contemplated in this AgreementC) involving any of the Eldorado Entities or the acquisition a license of all or a substantial portion substantially all of the assets of, or any securities of, any of Business Intellectual Property related to the Eldorado Entities or any tender offer or exchange offer Business (an "“Acquisition Transaction"Proposal”); (ii) negotiate, discuss, explore hold or otherwise communicate or cooperate participate in any way negotiations or discussions or enter into any agreements that would reasonably be expected to lead to, an Acquisition Proposal; (iii) make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal. Seller shall immediately (w) cease, and shall cause its Subsidiaries and Representatives to immediately cease, and cause to be terminated any and all existing activities, discussions or negotiations with any third party Persons conducted prior to or on the date hereof with respect to any Acquisition Transaction; Proposal, (iiix) enter into promptly inform Seller’s Representatives of its and their obligations pursuant to this Section, (y) not amend, terminate, waive or fail to enforce any agreement, arrangement or understanding provisions of any confidentiality agreement with respect to an any potential Acquisition Transaction or requiring any of Proposal, and (z) promptly request, in accordance with the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support terms of any Acquisition Transaction. Notwithstanding the foregoingsuch confidentiality agreement, the Sellers shall have the right to advise any person with whom they are engaged in discussions return or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt destruction of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including confidential information as to the identity previously furnished pursuant thereto. Seller shall be responsible for any actions taken by its Representatives and Subsidiaries in violation of the party or offeror making such inquiry, offer or proposalthis Section 4.6.

Exclusivity. The Sellers Innoveda acknowledges that Mentor will expend substantial amounts of resources in negotiating xxxxxxs a definitive agreement regarding the Proposed Transaction (the "DEFINITIVE AGREEMENT"). In consideration therefor, Innoveda hereby agrees that from the date of this letter agreement until whichever is the earliest of (a) 11:59 p.m. (Pacific Time) on April 23, 2002, (b) the date that the Definitive Agreement is fully executed and becomes effective, or (c) the date on which Mentor shall not deliver notice in writing to Innoveda that the exclusivity provisions of this letter agreement are terminated (and such earliest date being termed the Sellers shall not allow "EXPIRY DATE"), neither Innoveda nor any of the Eldorado Entities or any of their its directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to other representatives (collectively, "RepresentativesREPRESENTATIVES")) will directly or indirectly, take any of the following actions: (i) solicit, encourage, initiate, facilitate entertain, substantively review or knowingly encourage, participate in any negotiations or furnish information discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any material part of the Eldorado Entities or the Business in connection withInnoveda, any inquirywhether by purchase of assets, proposal or offer from any Person with respect to any mergerexclusive license, consolidation or other joint venture formation, purchase of stock, business combination or acquisition otherwise, (other than ii) disclose any information not customarily disclosed to any person concerning Innoveda and which Innoveda believes would be used for the purposes of formulating any such an offer or proposal, (iii) assist, cooperate with, facilitate or encourage any person to make any offer or proposal to acquire all or any material part of Innoveda (directly or indirectly), (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or any material part of Innoveda (a substantial "COMPETING PROPOSED TRANSACTION"), or (v) authorize or permit any of Innoveda's Representatives to take any such action. Notwithstanding anything to the contrary in this letter agreement, a Competing Proposed Transaction shall not include, and Innoveda shall have no restrictions with respect to, (y) any sale or disposition (whether by asset sale, stock sale, sale of a subsidiary or subsidiaries, merger or otherwise) of all or any portion of Innoveda's system level design business or products and/or (z) the assets ofconduct by Innoveda of its business in the ordinary course, including but not limited to the licensing of Innoveda's products to end users and resellers. Through the Expiry Date, Innoveda shall notify Mentor immediately if any proposal or offer (formal or informal, oral, written or otherwise), or any securities ofmaterial inquiry or contact with any person with respect thereto, any regarding a Competing Proposed Transaction is made after the date hereof, such notice to include the identity of the Eldorado Entities or person proposing such Competing Proposed Transaction and the material terms thereof, and shall keep Mentor apprised, on a current basis, of the status of any tender offer or exchange offer (an "Acquisition Transaction")such Competing Proposed Transaction and of any modifications to the terms thereof; (ii) negotiate, discuss, explore or otherwise communicate or cooperate provided that this provision shall not in any way be deemed to limit the obligations of Innoveda and its Representatives set forth in the second sentence of this section. Innoveda immediately shall cease and cause to be terminated all existing discussions or negotiations with any third party parties other than Mentor conducted heretofore with respect to any Acquisition Competing Proposed Transaction; . Subject to the exceptions set forth in clauses (iiiy) enter into and (z) above, through the Expiry Date, Innoveda will not engage in any agreement, arrangement material transaction involving the transfer or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support licensing of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating intellectual property to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price third party or the identity issuance or exchange of Buyer. The Sellers shall, Innoveda equity securities or securities convertible into equity securities (other than routine awards of stock options and shall cause their Representatives to, notify Buyer promptly after (restricted stock under Innoveda's existing stock plans and in exercises of such awards) or any event no later than 24 hours) receipt of any material financing transaction without Mentor's advance written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalconsent.

Exclusivity. The Sellers shall not (Until the Closing occurs or this Agreement is terminated in accordance with its terms, Seller covenants and the Sellers shall not allow agrees that neither Seller nor any of the Eldorado Entities its equityholders, managers, members, consultants, agents or any of their directorsotherwise will, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or encourage the submission of inquiries, proposals or offers from any Person other than Purchaser, Purchaser Parent or their Affiliates or representatives relating in any way to (a) any investment in the Seller, (b) any acquisition of direct or indirect control of the Seller, (c) the purchase of any of the Purchased Assets, except for inventory sold in the ordinary course of business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or other disposition of any of the Purchased Assets, or (e) any business combination or other transaction involving the Seller, including without limitation, any merger, consolidation, acquisition, tender or exchange offer purchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the Seller (each, an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person any information for any purpose inconsistent with the foregoing, (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or furnish information with respect attempt by any other Person to do or seek any of the Eldorado Entities foregoing or (iv) formulate or disclose any intention, plan or arrangement inconsistent with the Business foregoing. Seller will (A) immediately notify Purchaser in connection withwriting if any discussions or negotiations are sought to be initiated, any inquiryinquiry or proposal is made, proposal or offer from any information is requested by any Person with respect to any mergerAcquisition Proposal or proposal which could lead to an Acquisition Proposal, consolidation (B) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or other business combination the request for information, and (C) in the event a third party makes a written offer or acquisition (other than proposal to the transaction contemplated in this Agreement) involving Seller or any of the Eldorado Entities or the acquisition members of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party Seller with respect to any Acquisition Transaction; (iii) enter into any agreementProposal, arrangement or understanding with respect the Seller will promptly send to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support Purchaser a complete copy of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions such written offer or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyerproposal. The Sellers Seller shall, and shall use commercially reasonable efforts to ensure that its managers, members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause their Representatives toto be terminated all discussions and negotiations that have taken place prior to the date hereof, notify Buyer promptly after (and in if any, with any event no later than 24 hours) receipt of any written inquiry, offer or proposal Persons with respect to an any Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalProposal.

Exclusivity. The Sellers shall not (a) During the Pre-Closing Period, the Company will not, and the Sellers shall Company will not allow authorize or permit any of the Eldorado Entities or any of their directorsits Representatives to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or seek, entertain, knowingly encourage, facilitate, support or furnish induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to to, or take any of the Eldorado Entities or the Business in connection withother action regarding, any inquiry, expression of interest, proposal or offer from that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any Person with respect intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any mergerAcquisition Proposal, consolidation (v) submit any Acquisition Proposal to the vote of any Stockholders or (vi) enter into any other transaction or series of transactions not in the ordinary course of business combination consistent with past practice, the consummation of which would impede, interfere with, prevent or acquisition (other than delay, or would reasonably be expected to impede, interfere with, prevent or delay, the transaction contemplated in this Agreement) involving any consummation of the Eldorado Entities Merger or the acquisition of other Transactions. The Company will, and will cause its Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way negotiations with any third party Persons conducted prior to or on the Agreement Date with respect to any Acquisition Transaction; Proposal and (iiiB) enter into immediately revoke or withdraw access of any agreement, arrangement Person (other than Parent and its Representatives) to any data room (virtual or understanding actual) containing any non-public information with respect to the Company in connection with an Acquisition Transaction Proposal and request from each Person (other than Parent and its Representatives) the prompt return or requiring destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any of the Sellers and/or Company’s Representatives, whether in his, her or its capacity as such or in any of the Eldorado Entities to abandonother capacity, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize takes any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction action that the Sellers Company is obligated pursuant to this Section 4.5 not to -42- authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalbreached this Section 4.5.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, none of the Company, the Subsidiaries, the Stockholders or their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, the Company or any Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company, any Subsidiary, or any Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers (a) From and after the date hereof until the Umbrella Merger Effective Time or, if earlier, the valid termination of this Agreement in accordance with Article XII, each Company shall not (and the Sellers shall not allow any direct each of the Eldorado Entities Company Subsidiaries and Representatives not to, (i) initiate, solicit, facilitate or any encourage (including by way of their directorsfurnishing non-public information), officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take whether publicly or otherwise, any of the following actions: (i) solicitinquiries, initiate, facilitate offers or knowingly encourageproposals with respect to, or the making of, any Company Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to or furnish non-public information regarding, a Company’s or any Company Subsidiaries’ properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any of the Eldorado Entities Company Acquisition Proposal (or the Business in connection withinquiries, proposals or offers or other communications that would reasonably be expected to lead to any inquiryCompany Acquisition Proposal) or otherwise cooperate with or assist or participate in, proposal or offer from facilitate any Person such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any mergerclass of equity securities of a Company or any Company Subsidiary, consolidation (v) approve, endorse or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofrecommend, or any securities ofpropose publicly to approve, endorse or recommend, any of the Eldorado Entities Company Acquisition Proposal, (vi) approve, endorse, recommend, execute or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to an any Company Acquisition Transaction Proposal or requiring any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vii) resolve or agree to do any of the Sellers and/or foregoing actions or otherwise authorize or permit any of its Representatives to take any such action; provided that the Eldorado Entities foregoing shall not, for the avoidance of doubt, restrict (A) Alvarium from undertaking any action reasonably necessary in connection with Alvarium’s potential investment in each of entities set forth on Section 9.03(b)(vi) of the Alvarium Disclosure Schedule, (B) TWMH, Xxxxxxxxx Constantia AG or another TMWH Subsidiary from undertaking any action reasonably necessary in connection with the potential acquisition set forth on Section 9.01(b)(vi) of the TWMH Disclosure Schedule, or (C) TIG MGMT from undertaking any action reasonably necessary in connection with the potential acquisition set forth on Section 9.0(b)(vi) of the TIG Disclosure Schedule. Each Company shall and shall instruct and cause each Company Subsidiary and its Representatives, to abandonimmediately cease any solicitations, terminate discussions or refrain from consummating negotiations with any person (other than the transactions contemplated other Parties and their respective Representatives) in connection with a Company Acquisition Proposal, and each Company acknowledges that any action taken by it, any Company Subsidiary or any of its Representatives that is inconsistent with the restrictions set forth in this Agreement; Section 10.04(a), whether or not such Company Subsidiary or Representative is purporting to act on such Company’s behalf, shall be deemed to constitute a breach of this Section 10.04(a) by such Company. Each Company agrees to (ivx) make or authorize any statement, recommendation or solicitation in support notify the other parties to this Agreement promptly upon receipt of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions Proposal by such Company (or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallCompany Subsidiary), and shall cause their Representatives to, notify Buyer promptly after (to describe the terms and in any event no later than 24 hours) receipt conditions of any written inquiry, offer or proposal with respect to an such Acquisition Transaction, Proposal in reasonable detail (including information as to the identity of the party or offeror Persons making such inquiryAcquisition Proposal), and (y) keep the other parties to this Agreement fully informed on a current basis of any modifications to such offer or proposal.information. 159

Exclusivity. The Sellers shall not (Until the termination of this Agreement pursuant to Section 10.1, provided that neither Buyer is in breach of this Agreement, the Seller jointly and the Sellers shall not allow severally agree that neither Seller nor any of the Eldorado Entities its members or any of officers shall, and that they shall cause their directors, officersAffiliates, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys agents and accountants Representatives not to (collectively, "Representatives")and shall not authorize any of them to) directly or indirectly, take any of the following actions: (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or knowingly encouragethe making, submission or announcement of, any offer or proposal from any Person (other than the Buyers) concerning any proposal for a merger, sale of substantial assets (including the license of any assets), sale of shares of stock or securities of Seller, business combination involving Seller, or other takeover or business combination transaction involving Seller or any sale of the Acquired Assets other than in accordance with this Agreement (each an “Acquisition Proposal”); (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to to, or otherwise cooperate in any of the Eldorado Entities or the Business in connection respect with, any inquiry, proposal or offer from Acquisition Proposal; (iii) engage in discussions with any Person with respect to any merger, consolidation or other business combination or acquisition Acquisition Proposal (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"except to inform such Person that these restrictions exist); (iiiv) negotiateapprove, discussendorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract, explore agreement, arrangement, understanding or otherwise communicate commitment, whether binding or cooperate in non-binding, contemplating any way Acquisition Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Agreement. The Seller shall immediately cease any and all existing activities, discussions or negotiations with any third party Third Parties conducted heretofore with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalProposal.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, neither the Partnership nor any Partner and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, the Partnership (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the acquisition contemplated hereby. If the Partnership or any Partner, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Partnership and the Partners shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers agree that, commencing on the date hereof through the Closing or earlier termination of this Agreement, Buyers shall not have the exclusive right to consummate the transactions contemplated herein, and during such exclusive period, Sellers agree that neither Sellers, nor any shareholders, members, manager, director, officer, employee or other representative of Sellers: (and the Sellers shall not allow any of the Eldorado Entities a) will initiate, solicit or any of their directorsencourage, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourageinquiries, or furnish information the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, all or any portion of the Eldorado Entities or the Business in connection with, Stations Assets (any such inquiry, proposal or offer from any Person with respect being hereinafter referred to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (as an "Acquisition TransactionProposal" and any such transaction being hereinafter referred to as an "Acquisition"); (iib) negotiatewill engage in any negotiations concerning, discussor provide any confidential information or data to, explore or have any discussions with, any person relating to an Acquisition Proposal, or otherwise communicate facilitate any effort or cooperate in attempt to make or implement an Acquisition Proposal; or (c) will continue any way existing activities, discussions or negotiations with any third party parties conducted heretofore with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement Proposal or understanding with respect Acquisition and Sellers will take the necessary steps to an Acquisition Transaction inform the individuals or requiring any entities referred to above of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated obligations undertaken by them in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionSection 9.6. Notwithstanding the foregoing, in the Sellers shall have event that Buyers default in any material respect in the right to advise observance or in the due and timely performance of any person with whom they are engaged in discussions of their covenants or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they agreements herein contained and such default shall not disclose the proposed Purchase Price or the identity be cured within fifteen (15) business days of Buyer. The Sellers shallnotice of default served by Sellers, Sellers' obligations under this Section 9.6 shall be null and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalvoid.

Exclusivity. The Sellers shall Target will not (and the Sellers shall will not allow cause or permit any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (iits Subsidiaries to) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to encourage the submission of any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect relating to any a tender or exchange offer, a merger, consolidation or other business combination involving the Target or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities its Subsidiaries or the acquisition of all any proposal to acquire in any manner a substantial equity interest in, or a substantial portion of the assets of, the Target or any securities of, any of the Eldorado Entities or any tender offer or exchange offer its Subsidiaries (an a "Acquisition TransactionThird Party Offer")); (ii) negotiateprovided, discusshowever, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreementthat the Target, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandonits Subsidiaries, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged and their directors and officers may engage in discussions or negotiations relating with, or furnish information concerning the Target and its properties, assets and business to any Person which makes a potential Acquisition Transaction Third Party Offer if the Board of Directors of the Target reasonably concludes in good faith after consultation with, and based on the advice of, its outside counsel, that the Sellers have entered into exclusive negotiations regarding failure to take such action would be inconsistent with the sale fiduciary obligations of such Board of Directors under applicable law; and provided further, that notwithstanding anything to the contrary herein contained, the Board of Directors of the SecuritiesTarget may take and disclose to the Target's stockholders a position contemplated by Rule 14e-2 promulgated under the Securities Exchange Act, provided that they comply with Rule 14d-9 thereunder and make all disclosures required by applicable law in connection therewith and such actions shall not disclose the proposed Purchase Price be considered a breach of this Section 5(h) or the identity any other provision of Buyerthis Agreement. The Sellers shall, and Target shall cause their Representatives to, notify Buyer promptly after (and but in any event no case later than 24 48 hours) notify the Buyer (i) of the receipt of any written inquiry, offer or proposal Third Party Offer (providing the Buyer with respect to an Acquisition Transaction, including information as to the identity a summary of the party material terms thereof) or offeror making such inquiry(ii) of a decision by the Target to engage in discussions or negotiations with, offer or proposalfurnish information concerning the Target or its properties, assets or business to, any Person.

Exclusivity. The Sellers shall not (a) Each member of Seller Group, the Alias Companies and the Sellers Subsidiaries shall not allow immediately cease any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys existing discussions and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way negotiations with any third party parties conducted prior to the date hereof with respect to any Acquisition Transaction; Proposal (as defined below) and shall not enter into any Contract with respect to any Acquisition Proposal. Until the consummation of the transactions contemplated hereby or the termination of this Agreement pursuant to Article 12 hereof, none of Seller Group, the Alias Companies or the Subsidiaries shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, shareholders, financial advisors, accountants or other representatives, agents, Affiliates or any of its or their subsidiaries or otherwise, (i) initiate, solicit, pursue, discuss or encourage any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) continue or engage in negotiations or discussions concerning, or provide any information to any person relating to, any Acquisition Proposal other than information to any third party which is traditionally provided in the regular course of business to third parties where each member of Seller Group, the Alias Companies and the Subsidiaries and its and their respective officers, directors and Affiliates does not have reason to believe that such information will be utilized to evaluate any such Acquisition Proposal, or (iii) agree to, approve or recommend, or otherwise enter into any agreement, arrangement or understanding agreement with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandonto, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionProposal. Notwithstanding the foregoing, the Sellers shall have the right Each member of Seller Group agrees to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in immediately if any event no later than 24 hours) receipt of Person makes any oral or any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalProposal.

Exclusivity. The Sellers (a) During the Interim Period, each of the Company and the Cision Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (and the Sellers shall not allow other than Acquiror, Holdings, Merger Sub and/or any of their Affiliates) concerning any purchase of any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities Company’s equity securities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any issuance and sale of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Eldorado Entities Company or its Subsidiaries) or any tender offer merger or exchange offer sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an "“Acquisition Transaction"”); (ii) negotiateprovided, discusshowever, explore or otherwise communicate or cooperate that Acquiror, Holdings and Merger Sub hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company of this Section 10.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way with any third party with respect diminish the obligations of the Company, the Cision Owner, and their respective Affiliates and Representatives pursuant to any Acquisition Transaction; (iii) this sentence and, for the avoidance of doubt, the Company shall not enter into any agreementfurther discussions or negotiations or provide any further information in respect of, or enter into any agreement or arrangement or understanding with respect to an Acquisition Transaction or requiring to, any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transactionsuch proposal. Notwithstanding the foregoing, the Sellers Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall have notify Acquiror of such facts and circumstances. Each of the right to advise Company and the Cision Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any person with whom they are engaged in and all existing discussions or negotiations relating with any Person conducted prior to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives date hereof with respect to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiryor which is reasonably likely to give rise to or result in, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers shall During the Pre-Closing Period, Vantage will not (and will cause the Sellers shall not allow any of the Eldorado Entities or any of other Group Companies, and their directorsrespective Affiliates, officers, directors, managers, employees, agentsattorneys, affiliates or representatives, including investment bankersaccountants, financial advisors, attorneys and accountants to (collectivelyother agents not to), "Representatives")) directly or indirectly: (a) solicit, initiate or knowingly encourage (including by way of furnishing any information related to the Group Companies or Vantage), or knowingly induce or knowingly take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowing induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Vantage or the Group Companies to abandon or terminate its or their obligations under this Agreement; or (d) agree, resolve or commit to do any of the following actions: foregoing. Vantage and the Group Companies agree to notify the Investors within two (i2) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from Days if any Person with respect to makes any mergerproposal, consolidation offer, inquiry or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding contact with respect to an Acquisition Transaction Proposal and provide the Investors with the identity of such Person. Vantage and its Affiliates will immediately cease and cause to be terminated any existing discussions with any Person (other than the Investors) concerning any proposal relating to an Acquisition Proposal; provided, that, the foregoing will not prohibit Vantage or requiring any other Group Company from continuing or participating in any discussion related to the consummation of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in by this Agreement; Agreement and the Ancillary Agreements with (i) solely to the extent reasonably necessary, existing direct or indirect holders of Equity Securities of the Group Companies and their Representatives or (ivii) make or authorize any statement, recommendation or solicitation co-investors identified in support of any Acquisition Transactionwriting as such by the Investors. Notwithstanding the foregoing, nothing in this Section 6.4 will prevent the Sellers shall have Group Companies from taking any action required to complete the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalRestructuring.

Exclusivity. The (a) Sellers shall not (recognize that CH2M HILL has spent, and will continue to expend considerable money, effort, time and other resources performing its due diligence investigation of VECO and negotiating the Sellers shall not allow any of Purchase Agreement for the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding Accordingly, following the foregoingexecution of this Term Sheet at any time prior to September 1, 2007 (the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities“Exclusivity Termination Date”), provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives Sellers’s representatives and VECO’s directors, officers and employees to, notify Buyer promptly after (i) immediately halt any discussions with third parties regarding any transaction the closing of which would be inconsistent with or interfere with or prevent or delay the consummation of the Transaction (such a transaction being referred to hereinafter as a “Competing Transaction”); and (ii) not hold any discussions with, provide any information to any inquiry made by any third party concerning a proposed acquisition, or cooperate in any event no later than 24 hours) receipt way with, agree to, assist or participate in, solicit, consider, entertain, facilitate or encourage, any effort or attempt by any third party to do or seek any of the foregoing. If at any written inquirytime prior to the Exclusivity Termination Date any of the Sellers is approached in any manner by a third party concerning a competing Transaction (a “Competing Party”), offer Sellers shall promptly inform CH2M HILL regarding such contact and provide a description of the inquiry or proposal proposal, including the name of such Competing Party. The provisions of this paragraph shall not apply with respect to an Acquisition Transactionany communication between VECO, including information its directors, officers and employees that are required by law. Sellers shall be entitled to terminate exclusivity and this Term Sheet (and such date of termination shall be then be deemed the Exclusivity Termination Date) at any time upon five (5) days notice in the event CH2M HILL at any time during the course of negotiation of definitive agreements, or as a result of its due diligence or Special Investigation, advises Sellers that is unwilling to proceed with the identity Transaction on the terms and conditions contemplated by this Term Sheet, or breaches this Term Sheet in any material respect, which breach is not cured within 5 days of the party or offeror making notice from VECO; such inquiry, offer or proposaltermination shall be in addition to other remedies Sellers may have for breach.

Exclusivity. The Sellers Seller agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and shall not (and the Sellers shall not allow authorize, permit or instruct any of the Eldorado Entities or any of their Affiliates to, and shall direct its and its Affiliates’ officers, directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisorsattorneys, attorneys accountants, agents, advisors and accountants to (collectivelyrepresentatives not to, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, or purposefully facilitate or knowingly encouragepurposefully encourage the submission, making or announcement of any Acquisition Proposal, (ii) initiate, engage, participate in or purposefully encourage any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate or encourage any of the Eldorado Entities inquiries or the Business in connection withmaking of any proposal that constitutes, or would reasonably be expected to lead to, any inquiryAcquisition Proposal, proposal or offer from (iii) enter into or become bound by any Person with respect to any merger, consolidation letter of intent or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party agreement with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any Proposal. Without limiting the generality of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers Seller shall, and shall cause their Representatives its Affiliates to, notify Buyer and shall direct its and its Affiliates’ investment bankers, attorneys, accountants, agents, advisors and representatives to, promptly after cease and cause to be terminated any existing discussions or negotiations with any Person conducted prior to the date hereof with respect to any Acquisition Proposal. Promptly following the date hereof, Seller shall, or shall cause a representative of Seller to, instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Proposal in accordance with the confidentiality agreements entered into between Seller or any of its Affiliates and any such Person. Seller shall promptly (and but in any event no later than 24 hourswithin twenty-four (24) hours of receipt thereof) notify Buyer of any written indication of interest, inquiry, proposal, offer or proposal with respect request for information relating to an Acquisition Transaction, including information as Proposal that is received by Seller or any of its Affiliates on and after the date hereof and prior to the identity of the party or offeror making such inquiry, offer or proposalClosing.

Exclusivity. The Sellers shall not From the date of this Agreement until the earlier of (and a) the Sellers shall not allow Closing or (b) the termination of this Agreement pursuant to Section 8.1 (the “Exclusivity Period”), none of Sellers, the Company, any of the Eldorado Entities Company Subsidiary or any of their respective officers, managers, directors, officersAffiliates, employees, agents, affiliates employees or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: agents shall (i) solicit, initiate, encourage others to solicit, or encourage, entertain, facilitate or knowingly encourageaccept any discussions, proposals or furnish information with respect to offers regarding (1) the purchase, issuance, grant, license or disposition of any Interests, Subsidiary Equity Interests or any other equity interests of the Company or any of the Eldorado Entities Company Subsidiaries, or of all or any portion of the Business assets of the Company or any Company Subsidiary or (2) any merger, consolidation, business combination, recapitalization, reorganization or similar transaction involving the Company or any Company Subsidiary, in connection each case other than with Buyer or its Affiliates (each such transaction, a “Competing Transaction”), (ii) negotiate with or enter into any agreement or understanding with, or provide any inquiryinformation relating to the Company or any Company Subsidiary to, proposal or offer from any other Person with respect to any mergerCompeting Transaction or (iii) otherwise participate in, consolidation assist, facilitate or encourage any effort or attempt by any other business combination Person to do any of the foregoing. None of the Sellers, the Company, any Company Subsidiary or acquisition any of their respective officers, managers, directors, Affiliates, employees or agents shall directly or indirectly authorize any other Representative to take any action prohibited under this Section 5.6. Sellers, the Company, the Company Subsidiaries and their respective officers, managers, directors, Affiliates, employees or agents will immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted before the transaction contemplated in date of this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party Agreement with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Competing Transaction or requiring any for the duration of the Sellers and/or any of Exclusivity Period. During the Eldorado Entities to abandonExclusivity Period, terminate or refrain from consummating the transactions contemplated Company will promptly inform Buyer in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support detail of any Acquisition Transaction. Notwithstanding the foregoingoffers, the Sellers shall have the right to advise any person with whom they are engaged in discussions proposals or negotiations requests for information relating to a potential Acquisition any Competing Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in made by any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transactionthird party, including information as to the material terms and identity of the party or offeror making such inquiryoffer, offer proposal or proposalrequest.

Exclusivity. The Sellers Seller shall not, and it shall instruct its subsidiaries, and their respective officers, directors, employees, representatives, agents not to, directly or indirectly, for or on its behalf (i) initiate, solicit or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, or business combination of Seller or any of its subsidiaries, or the sale of assets representing a substantial portion of the assets of Seller and its subsidiaries, taken as a whole, or the Sellers shall not allow sale of shares of capital stock of Seller or any of its subsidiaries subsidiary, including, without limitation, by way of a tender offer or exchange offer by any Person (any of the Eldorado Entities foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide to any Person or entity any Confidential Information or data relating to Seller or any of its subsidiaries for the purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries or the making of any Acquisition Proposal, (iii) agree to, approve or recommend any Acquisition Proposal, or (iv) take any other action inconsistent with the obligations and commitments assumed by Buyer pursuant to this Section 5.4 provided, however, that nothing contained in this Agreement shall prevent Seller or its Board of Directors from furnishing Confidential Information to, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal to Seller or its stockholders, if and only to the extent that (1) the Board of Directors of Seller determines in good faith (after consultation with outside legal counsel) that such action is required for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and (2) prior to furnishing such Confidential Information to, or entering into discussions or negotiations with, such person or entity, Seller receives from such person or entity an executed confidentiality agreement. Seller and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations by Seller, its subsidiaries, or any of their respective officers, directors, officers, employees, agents, affiliates representatives or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take agents with any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information parties conducted heretofore with respect to any of the Eldorado Entities foregoing. Seller shall (i) promptly notify Buyer in writing after receipt by Seller or the Business in connection withany of its subsidiaries or their respective officers, directors, employees, representative or agents of any inquiry, proposal Acquisition Proposal or offer from any inquiries indicating that any Person with respect is considering making or wishes to make an Acquisition Proposal, which notification shall be in writing and shall contain the principle financial terms of any mergersuch Acquisition Proposal, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); and (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, promptly notify Buyer promptly in writing after (and in any event no later than 24 hours) receipt of any written inquiryrequest for Confidential Information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, offer books or proposal with respect to records by any person that may be considering making, or has made, an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalProposal.

Exclusivity. The Sellers shall not (Company will not, between the date hereof ----------- and the Sellers shall not allow any earlier to occur of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate ninety (90) days from the Closing Date hereof and (ii) the consummation of a Permitted Transaction or knowingly encourage, or furnish information a definitive agreement with respect to a Permitted Transaction (the "Restricted Period"), directly or ----------------- indirectly, through any of the Eldorado Entities officer, director, employee, agent, 5% stockholder, partner or the Business otherwise, (a) solicit or initiate, or participate in connection discussions or negotiations with, or encourage the submission of bids, offers or proposals by (or commence negotiations with or provide any inquiryinformation to), proposal or offer from any Person with respect to any merger, consolidation or other business combination or an acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities Company, its business or the acquisition of all or a substantial portion of the assets ofassets, or any securities ofinterest therein, other than Investor, or (b) provide any of non-public information concerning the Eldorado Entities Company, its business or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiateassets, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter Person, other than Investor, except for product developers, distributors, publishers and licensees under agreements with the Company entered into any agreementin the ordinary course of business consistent with past practices, arrangement or understanding with respect to an Acquisition Transaction or requiring any of and except for the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition TransactionCompany's lender. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions Company may entertain a written unsolicited bid or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallproposal from, and shall cause their Representatives provide non-public information to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any party who delivers such a written inquiry, offer bid or proposal with respect to an Acquisition Transactionacquisition of the Company, including information its business or 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 bids, 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 from other parties with respect to the identity of Company, its business or assets, or any interest therein. The Company shall not commence any proceeding to merge, consolidate, liquidate or dissolve the party Company or offeror making such inquiry, offer or proposalobligate itself to do so.

Exclusivity. The Sellers shall not (a) During the Interim Period, and in all cases subject to Section 6.1, each of the Group Companies, the Sole Shareholder, and the Sellers Company Shareholders shall not, and each shall cause its Representatives and Subsidiaries, if applicable, not allow any of the Eldorado Entities or any of their directorsto, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, initiate or take any action to facilitate or knowingly encourage, or furnish information with respect to encourage any of the Eldorado Entities inquiries or the Business in connection withmaking, submission or announcement of, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (group of Persons other than the transaction contemplated Parent and Sponsor (and their respective Representatives, acting in this Agreementtheir capacity as such) involving any of the Eldorado Entities or the acquisition of all or (a substantial portion of the assets of“Competing Buyer”) that may constitute, or any securities ofcould reasonably be expected to lead to, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition a Competing Transaction"); (ii) negotiateenter into, discussparticipate in, explore continue or otherwise communicate engage in, any discussions or cooperate in any way negotiations with any third party with respect to any Acquisition Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to the Group Companies or any of their respective assets or businesses, or afford access to the assets, business, properties, books or records of the Group Companies to a Competing Buyer, 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, or propose publicly to approve, endorse or recommend, any Competing Transaction; (v) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement or understanding with respect relating to an Acquisition any Competing Transaction or requiring any proposal or offer that would reasonably be expected to lead to a Competing Transaction, or publicly announce an intention to do so; or (vi) resolve or agree to do any of the Sellers and/or foregoing or otherwise authorize or permit any of the Eldorado Entities its Representatives acting on its behalf to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize take any statement, recommendation or solicitation in support of any Acquisition Transactionsuch action. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers AARK shall, and shall cause its Affiliates (including the other Group Companies, the Sole Shareholder and their and its respective Affiliates), the Company Shareholders and Representatives acting on its behalf to, notify Buyer promptly after (immediately cease any and in all existing discussions or negotiations with any event no later than 24 hours) receipt of any written inquiry, offer or proposal Person conducted heretofore with respect to an Acquisition any Competing Transaction, including information as to the identity . The Parties agree that any violation of the party restrictions set forth in this Section 8.2(a) by any of AARK, its Affiliates (including the other Group Companies, the Sole Shareholder or offeror making such inquiry, offer any of their or proposalits respective Affiliates) or any of their respective Representatives shall be deemed to be a breach of this Section 8.2(a) by AARK.

Exclusivity. The Sellers From and after the date of this Agreement, Seller shall not, and shall cause its Affiliates and its and its Affiliates’ respective Representatives not (and the Sellers shall not allow any of the Eldorado Entities or any of their directorsto, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (ia) solicit, initiate, encourage or facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with respect to any a proposal or offer for a merger, consolidation consolidation, amalgamation, business combination, sale or other business combination transfer of properties or acquisition assets (other than to the extent expressly permitted under Section 7.1(a)(xvi)(A)) (including any reinsurance transaction), sale of Equity Interests (including by way of a tender or exchange offer), or similar transaction contemplated in this Agreement) involving HRS or any part of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer Business (an "“Acquisition Transaction"Proposal”); , (iib) negotiate, discuss, explore participate in or otherwise communicate attend any discussions or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) negotiations or enter into any agreement, arrangement or understanding understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with respect to an any Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; Proposal by such Alternate Bidder or (iviii) make accept any proposal or authorize offer from any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations Alternate Bidder relating to a potential possible Acquisition Transaction Proposal or otherwise commit to, or enter into or consummate any transaction contemplated by any Acquisition Proposal with any Alternate Bidder. In the event that the Sellers have entered into exclusive negotiations regarding the sale Seller or any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, Seller shall promptly notify Buyer of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, terms and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transactionconditions thereof, including the names of the interested parties. Seller shall promptly request that all Alternate Bidders who executed a confidentiality agreement with HFSG or its Affiliates in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement”) return, or destroy, all confidential information as heretofore furnished to such Alternate Bidder by or on behalf of Seller or its Affiliates subject to the identity terms of the party or offeror making such inquiry, offer or proposalSeller Confidentiality Agreement.

Exclusivity. The Sellers shall not (Except with respect to this Agreement and the Sellers transactions contemplated hereby, the Company, no Stockholder and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not allow to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Eldorado Entities assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except the Merger contemplated hereby. If the Company or Stockholder, or any of their directorsrespective Agents, officers, employees, agents, affiliates have provided any person or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the transaction contemplated in this Agreement) involving immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any of the Eldorado Entities inquiries, proposals or the acquisition of all offers related to an Acquisition Proposal are received by, any confidential information or a substantial portion of the assets ofdata is requested from, or any securities of, any of the Eldorado Entities negotiations or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect discussions related to an Acquisition Transaction Proposal are sought to be initiated or requiring continued with, it or any individual or entity referred to in the first sentence of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated this Section 8.10. The covenant contained in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they Section 8.10 shall not disclose the proposed Purchase Price survive any termination of this Agreement pursuant to Section 13.1, 13.2 or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal13.3.

Exclusivity. The Sellers shall not (and From the Sellers shall not allow any date of this Agreement until the Eldorado Entities Closing Date or earlier termination hereof, none of Seller, the Company or any of their directorsAffiliates (a) shall, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, through any of its Representatives or otherwise, take any of the following actions: (i) action to solicit, initiate, facilitate or knowingly encourageseek, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, encourage any inquiry, proposal or offer from from, furnish any Person with respect to information to, or participate in any mergerdiscussions or negotiations with, consolidation or other business combination or acquisition any third party (other than the Purchaser or an Affiliate thereof designated by Purchaser) regarding any Acquisition Proposal (any such transaction contemplated in this Agreementbeing a “Third-Party Acquisition”) involving and (b) shall enter into any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party Contract with respect to any Acquisition Transaction; (iii) enter into Proposal, and each agrees that any agreement, arrangement such discussions or understanding negotiations with respect to an any Acquisition Transaction Proposal (other than with Purchaser) in progress shall have been terminated on or requiring prior to the date hereof. Seller, the Company and their Affiliates, as applicable, shall be responsible for the conduct of each of their Representatives. Any of Seller, the Company or any of their Affiliates, as the Sellers and/or any case may be, shall notify Purchaser promptly of the Eldorado Entities to abandon, terminate existence or refrain from consummating upon the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written such proposal or inquiry by such party or any of its Representatives of any proposal for, or inquiry respecting, any Third-Party Acquisition by any Person that, following the date hereof, informs Seller or the Company in writing that it is considering making or has made such a proposal or inquiry, offer or proposal with respect . Such notice to an Acquisition Transaction, including information as to Purchaser will indicate in reasonable detail the identity of the party Person making the proposal or offeror making such inquiry, offer including the identity of the ultimate parties in interest if known, and the terms and conditions of such proposal or proposalinquiry. Unless the board of directors of Seller has received advice of counsel that it is required pursuant to fiduciary duties to act otherwise (in which case reasonable prior notice will be given to Purchaser), so long as this Agreement remains in effect and has not been terminated, neither Seller’s or the Company’s board of directors nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement with respect to any Acquisition Proposal, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal (other than as contemplated by this Agreement) or (iii) authorize Seller or the Company to enter into any agreement with respect to any Acquisition Proposal (other than as contemplated by this Agreement).

Exclusivity. The Sellers shall not (Neither Seller nor Equityholder will, and the Sellers shall not allow any each will cause each of the Eldorado Entities or any of their directors, its respective officers, employees, agentsdirectors, affiliates or managers, members, partners, equityholders, advisors, financing sources, representatives, including investment bankersand agents or Affiliates not to, financial advisors, attorneys and accountants to (collectively, "Representatives")a) directly or indirectly, take any of the following actions: (i) indirectly solicit, initiate, facilitate or knowingly encourageencourage (including by way of furnishing information), or furnish information with respect take any other action to facilitate any of the Eldorado Entities inquiry or the Business in connection withmaking of any proposal which constitutes, or could reasonably be expected to lead to, any inquiry, proposal acquisition or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any purchase of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofassets, equity interests or any other securities of, any of the Eldorado Entities either Seller or any tender offer or exchange offer offer, merger, consolidation, business combination, joint venture, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transaction involving Seller, or any other transaction, the consummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Related Agreement (any of the foregoing, an "Acquisition Transaction"); “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (iib) negotiatepropose, discussenter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, explore or furnish to any other Person any information with respect to the business or assets of either Seller in connection with an Alternate Transaction Proposal, or otherwise communicate or cooperate in any way with with, or assist or participate in, facilitate or encourage, any third party with respect effort or attempt by any other Person to any Acquisition Transaction; (iii) enter into any agreement, arrangement do or understanding with respect to an Acquisition Transaction or requiring seek any of the foregoing without the prior written consent of Purchaser. Sellers and/or will, and the Equityholder will cause each Seller to, promptly terminate any discussions or negotiations regarding an Alternate Transaction Proposal. Sellers will, and the Equityholder will cause each Seller to, promptly notify Purchaser in the event that Seller, 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 Eldorado Entities to abandon, terminate identity of the Person indicating such interest or refrain from consummating making such Alternate Transaction Proposal and a copy thereof. Without limiting the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support generality of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction Parties acknowledge that the Sellers have entered into exclusive negotiations regarding current timeline for submitting a change of ownership application with the sale MED is one hundred and twenty (120) days that the covenants set forth in this Section 5.7 shall continue until the earlier of (i) the Securities, provided that they shall not disclose Closing Date or (ii) the proposed Purchase Price or the identity termination of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and this Agreement in any event no later than 24 hours) receipt of any written inquiry, offer or proposal accordance with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalArticle VIII.

Exclusivity. The Sellers shall not (During the Pre-Closing Period, Seller and the Sellers shall Target Group Companies will not, and will not allow authorize any officer, director, Affiliate, employee, agent or other Authorized Representative of the Eldorado Entities Seller or any of their directorsa Target Group Company to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or encourage the submission of inquiries, facilitate proposals or knowingly encourageoffers from any Person (other than Buyer and its Authorized Representatives) relating to an investment in or any business combination with the Target Group, or the sale of a material portion of the assets or equity of the Target Group or any Target Group Company (a “Competing Transaction”), (ii) enter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, regarding any Competing Transaction, or furnish to any other Person any information with respect to the assets or business of the Target Group or any Target Group Company for the purpose of pursuing a possible Competing Transaction, or (iii) otherwise participate in, assist, facilitate or encourage any effort or attempt by any other Person to do any of the Eldorado Entities foregoing. If at any time during the Pre-Closing Period, Seller or the Business in connection with, any inquiry, Target Group Company receives a proposal or offer from inquiry related to a Competing Transaction or that could lead to a Competing Transaction, Seller shall promptly (but in no event within two Business Days following the receipt of such proposal or inquire) provide notice of such proposal or inquiry to Buyer, including the identity of the Person making such proposal or inquiry and copies of any Person written submissions (or summaries of any oral statements) setting forth the terms of any such Competing Transaction. During the Pre-Closing Period, Seller and the Target Group Companies will, and each will cause their respective officers, directors, Affiliates, employees, agents and other Authorized Representatives to, (a) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer and its Authorized Representatives) conducted heretofore with respect to any mergerCompeting Transaction, consolidation or other business combination or acquisition (b) terminate all physical and electronic data room access previously granted to any Person other than Buyer and its Authorized Representatives, and (c) promptly request each Person that has executed a confidentiality agreement in the transaction contemplated last twelve (12) months in this Agreement) involving any respect of the Eldorado Entities a Competing Transaction to return or destroy all information heretofore furnished to such Person or its Authorized Representatives by or on behalf of Seller or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalTarget Group.

Exclusivity. The Sellers shall not From and after the date hereof, neither Parent nor Seller will, directly or indirectly: initiate, solicit or knowingly encourage (and including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the Sellers shall not allow making of any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Transaction (as defined below); negotiate or have any discussions with any Person in furtherance of such inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the Eldorado Entities foregoing, or authorize any of their directorsits Representatives to take any such action, officersand will direct its Representatives not to take any such action, employeesand Seller will notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any of such matters. For purposes of this Agreement, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take “Alternative Transaction” means any of the following actions: involving Seller, the Acquired Assets, the Business or the Facility, on the one hand, and any Person (i) solicit, initiate, facilitate other than Buyer or knowingly encourage, or furnish information with respect to any of its Affiliates), on the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to other hand: any merger, consolidation consolidation, share exchange or other business combination combination; a sale, lease, license, exchange, mortgage, pledge, transfer or acquisition (other disposition of any assets of Seller, the Acquired Assets, the Business or the Facility other than in the transaction contemplated in this Agreement) involving any ordinary course of the Eldorado Entities business; a sale of member units of Seller (or the acquisition of all securities convertible or a substantial portion of the assets ofexchangeable into or otherwise evidencing, or any securities ofagreement or instrument evidencing, any the right to acquire member units). In furtherance and not in limitation of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers Parent and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, notify discussions or negotiations with any other bidder or prospective acquirer (including any Representatives, advisors or financing sources of or to any of such other bidders or prospective acquirers, in their capacity as such) of the Acquired Assets or the Business (collectively, the “Other Bidders”); (ii) immediately terminate access by such Other Bidders to any due diligence materials (including electronic or online data rooms), and the management personnel and facilities of the Business; (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders; and (iv) prior to or at Closing, assign to Buyer promptly after (and in cause Seller’s financial advisor, Xxxxxx Xxxxxxx & Xxxxxx, to assign all of their respective rights and remedies under any event no later than 24 hours) receipt confidentiality, non-disclosure, non-solicitation or similar agreements with any of any written inquirysuch Other Bidders, offer or proposal with respect to an Acquisition Transaction, including information as except to the identity extent expressly prohibited by the applicable agreement (it being agreed that Seller shall deliver, or cause to be delivered, to Buyer copies of each such agreement at or prior to the party or offeror making such inquiry, offer or proposalClosing).

Exclusivity. The Sellers shall not (During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the Sellers shall not allow any of transactions contemplated hereby, the Eldorado Entities or any of their Company agrees that it will not, it will use its best efforts to cause its respective directors, officers, employeesand employees not to, agentsand it shall direct its Affiliates and other agents and representatives (including any investment banking, affiliates legal or representativesaccounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, including investment bankersan “Agent”) not to: (a) initiate, financial advisorsencourage, attorneys and accountants to (collectivelysolicit or seek, "Representatives")) directly or indirectly, take any inquiries or the making or implementation of the following actions: any proposal or offer (iincluding, without limitation, any proposal or offer to a Seller individually) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any a merger, consolidation acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or other business combination similar transaction involving, or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition purchase of all or a any substantial portion of the assets of, or any securities of, the Company (any of the Eldorado Entities such proposal or any tender offer or exchange offer (an "Acquisition Transaction"being hereinafter referred to as a “Proposal”); (iib) negotiateengage in any negotiations concerning, discussor provide any confidential information or data to, explore or have any substantive discussions with, any person relating to a Proposal; (c) otherwise communicate facilitate or cooperate in any way with any third party with respect effort or attempt to any Acquisition Transactionmake, implement or accept a Proposal; or (iiid) enter into any agreementa Contract, arrangement agreement or understanding with respect any Person relating to an Acquisition Transaction a Proposal. If the Company or requiring any Agent has provided any Person (other than Purchaser’s or the Company’s Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Purchaser immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of the Sellers and/or Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale Knowledge of the SecuritiesCompany, provided that they any other Agent. Such notice shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or offeror making request, and shall include a true and complete copy of such inquiryProposal, offer inquiry or proposalrequest, if in writing.

Exclusivity. The Sellers In view and in consideration of the substantial time and effort that the Parties will devote to the proposed transaction, for a period of time (the “Exclusivity Period”) commencing on the date of this Agreement and ending December 31, 2020 or at such earlier time that this Agreement is terminated pursuant to Section 9.01, or the Closing occurs, neither the Seller nor the Company nor any Blackbird Entity shall not (and the Sellers each shall not allow any of the Eldorado Entities or any of their directorsensure that its respective Representatives do not), officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) whether directly or indirectly, through any Representative or otherwise (i) take any actions to solicit, invite submission of, encourage, entertain, accept, consider or respond to proposals or offers from any Person relating to any transaction involving the transfer or acquisition of all or substantially all of (x) the assets, (y) business of, or (z) the equity interests in, the Company or any of the following actions: (i) solicitBlackbird Entities, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect including pursuant to any merger, consolidation recapitalization, joint venture, conversion, exchange or other business combination with or acquisition involving the Company or any of the Blackbird Entities, or any public or private offering, issuance, transfer or sale of shares of equity or debt securities of the Company (any of the foregoing, an “Acquisition Proposal”), (ii) participate in any discussion or negotiation regarding an Acquisition Proposal with any person or entity other than the transaction contemplated in this AgreementBuyer or Cxxxxx, (iii) involving furnish any information or afford access to the properties, books, or records of the Company or any of the Eldorado Blackbird Entities or to any Person that has made or, to the acquisition of all or a substantial portion of Seller’s Knowledge, considered making an Acquisition Proposal other than the assets ofBuyer and Cxxxxx, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (iiiv) negotiate, discuss, explore or otherwise communicate or cooperate in any way with with, assist or participate in, or facilitate or encourage any third party with respect offer or attempt by any other Person to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring do any of the Sellers and/or foregoing. The Seller and the Company shall immediately terminate any activity with a third party respecting an Acquisition Proposal or any related inquiry and notify the Buyer regarding any contact from any Person regarding any such Acquisition Proposal or any related inquiry and shall provide to the Buyer with the name and other details of any such Acquisition Proposal or related inquiry. To the Eldorado Entities to abandonextent that Seller or the Company breaches this provision, terminate or refrain from consummating it shall reimburse Buyer and its Representatives for any and all costs and expenses incurred in connection with the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalherein.

Exclusivity. The Sellers shall not (From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, the Sellers shall will not, and will not allow any of the Eldorado Entities authorize or permit any of their directorsrespective Subsidiaries, officersAffiliates or Representatives to, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly seek, entertain, encourage, facilitate, support, respond or furnish information with respect induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any of the Eldorado Entities communications or the Business in connection withnegotiations regarding, or take any other action regarding, any inquiry, expression of interest, proposal or offer from that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) disclose, deliver or make available to any Person any with respect to any mergerthe Sellers, consolidation their business or other business combination or acquisition affairs (other than including the transaction contemplated in existence of this Agreement), for the purpose of facilitating or encouraging any effort or attempt to pursue a possible Acquisition Proposal, (iv) involving agree to, accept, approve, endorse or recommend (or publicly propose or announce any of the Eldorado Entities intention or the acquisition of all desire to agree to, accept, approve, endorse or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (iirecommend) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; Proposal, (iiiv) enter into any agreement, arrangement term sheet, letter of intent or understanding with respect any other Contract (whether or not binding) contemplating or otherwise relating to an any Acquisition Transaction Proposal, or requiring (vi) submit any Acquisition Proposal to the vote of any security holders of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of BuyerSellers. The Sellers shallwill, and shall cause their each of its Representatives to, notify Buyer promptly after (immediately cease and in cause to be terminated any event no later than 24 hours) receipt of and all existing activities, discussions or negotiations with any written inquiry, offer or proposal Persons with respect to an any Acquisition Transaction, including Proposal and request the return or destruction of all confidential information as regarding the Sellers or pertaining to any Acquisition Proposal provided to any such Person prior to the identity date hereof pursuant to the terms of any confidentiality agreement or otherwise. If any Seller’s Representative, in any capacity, takes any action that the party or offeror making Sellers are obligated pursuant to this Section to cause such inquiryRepresentative not to take, offer or proposalthen the Sellers shall be deemed for all purposes of this Agreement to have breached this Section.

Exclusivity. The Sellers shall not (Company and the Sellers shall not allow any Seller agree that, during the Interim Period, on behalf of the Eldorado Entities or themselves and their Affiliates, neither they nor any of their respective officers, directors, officers, employees, stockholders, partners, members, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectivelyconsultants, "Representatives")) attorneys, accountants, representatives or other advisors will, directly or indirectly, take any of the following actions: indirectly (i) solicit, initiate, knowingly facilitate or encourage the submission of any Acquisition Proposal or accept any such Acquisition Proposal; (ii) participate in any discussions, negotiations or other communications (as a sender thereof) regarding, or furnish to any Person any information with respect to, or take any other action to knowingly facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions), or otherwise knowingly cooperate in any way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourageencourage any effort or attempt by any other Person to seek to do any of the foregoing; or (iii) enter into any agreement with respect to any Acquisition Proposal. Immediately following the execution and delivery of this Agreement, the Company shall, and the Company shall cause its and its Subsidiaries’ respective officers, directors, employees, agents, financial advisors, consultants, attorneys, accountants, representatives or furnish information other advisors to, cease and cause to be terminated all existing discussions, negotiations and other communications with any Persons conducted heretofore with respect to any of the Eldorado Entities foregoing. If any Person, whether in his or her capacity as a representative of the Company or the Business in connection withSeller, takes any inquiryaction that the Company is obligated pursuant to this Section 8.3 to cause such Person not to take, proposal then the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3. The Company and the Seller shall, as promptly as practicable, notify Buyer if any other proposals or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofoffers, or any securities expressions of interest for the Company are made, including the terms and conditions of such inquiry or proposal (unless such disclosure is prohibited by a confidentiality agreement executed prior to the date hereof). The Company shall not release any third party from, or waive any provision of, any of the Eldorado Entities confidentiality or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect standstill agreement to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to which it is a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposalparty.

Exclusivity. The Sellers shall not (and Until the Sellers shall not allow earlier of the Closing or the date of termination of this Agreement pursuant to the provisions of SECTION 9.1, neither any Shareholder nor the Company nor any of their respective Subsidiaries or Affiliates will take, nor will any Shareholder or the Company permit any of their representatives to take, any of the Eldorado Entities following actions with any Person other than Purchaser and its designees: (a) solicit, encourage or initiate any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Company (a "COMPETING PROPOSED TRANSACTION"), (b) provide information with respect to the Company to any Person, other than Purchaser, relating to (or which any Shareholder or the Company believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company, (c) agree to, enter into a Contract with any Person, other than Purchaser, providing for, or approve a Business Combination with the Company or (d) authorize or permit any Shareholder's or the Company's representatives to take any such action. Each Shareholder and the Company and their respective Affiliates (and their officers, directors, officers, employees, agents, affiliates advisors or other representatives) immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Proposed Transaction. Each Shareholder and the Company agrees not to release any third party from, including investment bankersor waive any provision of, financial advisors, attorneys and accountants any confidentiality or standstill agreement to (collectively, "Representatives")) directly which it or indirectly, take any of its Subsidiaries is a party. Each party hereto acknowledges that this SECTION 5.2 was a significant inducement for Purchaser to enter into this Agreement and the following actions: absence of such provision would have resulted in either (i) solicit, initiate, facilitate a material reduction in consideration to be paid to the Equity Holders or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection with, any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect a failure to any Acquisition Transaction; (iii) induce Purchaser to enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.

Exclusivity. The Sellers shall not (Recognizing that the Buyer's investigations of the Seller and its businesses, and the Sellers negotiation and drafting of this Agreement and the other agreements, documents and instruments to be executed by the Buyer in connection herewith have to date required and will continue to require the Buyer to expend significant time, effort and money, and to induce the Buyer to execute and deliver this Agreement and proceed with the transactions contemplated hereby, as long as this Agreement is in effect and for a period of 30 days after its termination, Seller and its subsidiaries shall not, and will not allow any of the Eldorado Entities or permit any of their directorsshareholders, officers, employeesdirectors, agentsagents or affiliates to, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take initiate, solicit or encourage (including by way of providing any non-public information concerning the Alexandria Business to any person), any inquiries or the making of any proposal, or have any negotiations or discussions, or enter into (or authorize) any agreement or agreement in principle, or announce any intention to do any of the following actions: (i) solicitforegoing, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the Business in connection witha merger, any inquiry, proposal or offer from any Person with respect to any mergerstock purchase, consolidation or other business combination similar transaction involving, or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition purchase of all or a substantial any significant portion of the assets Assets other than in the ordinary course of business of, or any securities ofsignificant equity interest in, any of the Eldorado Entities or any tender offer or exchange offer Alexandria Business other than as contemplated hereby (an "Acquisition Transaction"); (ii) negotiate. Seller shall notify Buyer immediately if any such inquiries or proposals are received by, discussany such information is requested from, explore or otherwise communicate any such negotiations or cooperate in any way discussions are sought to be initiated or continued with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement Seller or understanding with respect to an Acquisition Transaction or requiring any of its subsidiaries. Except to the Sellers and/or any of extent that Seller or Xxxxxxxx is bound by an existing (on the Eldorado Entities to abandondate hereof) nondisclosure agreement prohibiting such disclosure, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers such notice shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to include the identity of the party making, and the terms of (including delivery of copies thereof), any inquiry or offeror making proposal relating to an Acquisition Transaction. Seller will keep Buyer fully informed of the status of, and any modification to, any such inquiry, offer inquiry or proposal. Seller will immediately cease any existing discussions or negotiations with any third party relating to an Acquisition Transaction.

Exclusivity. The Sellers (a) From the date hereof until the Closing or earlier termination of this Agreement pursuant to Article X (the “Exclusivity Period”), no Seller or Principal shall not (and the Sellers shall not allow any of the Eldorado Entities or any of their directors, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) authorize, direct or permit any of its or their respective Representatives or Affiliates to take any action to directly or indirectly solicit, initiate, facilitate or knowingly seek, encourage, facilitate, approve, endorse, recommend or furnish information with respect respond to any inquiry, proposal, or offer (whether formal or informal, written, oral or otherwise) from, or participate in any discussions or negotiations with, any third party regarding any (A) direct or indirect acquisition or sale of any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or listing on any securities exchange of any portion of the Eldorado Entities membership interests or voting power of any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or otherwise), (D) acquisition or disposition of any material asset or material portion of the Business assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in connection withthe Ordinary Course of Business) (any such transaction described in clauses (A), (B), (C) or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than Purchasers or their Representatives); or (iii) engage in discussions or negotiations with any Person (other than Purchasers and their Representatives) concerning any Third Party Acquisition. Each Seller and Principal agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller or Principal approve, accept or enter into an agreement concerning any Third Party Acquisition during the Exclusivity Period. During the Exclusivity Period, no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the purpose of effecting an acquisition, joint venture with or strategic investment in any other Person or business. (b) Each Seller and Principal shall immediately notify any Person with whom or with which discussions or negotiations of the nature described in Section 7.3(a) are pending as of the date hereof that such Seller or Principal is terminating such discussions or negotiations. If any Seller or Principal receives any inquiry, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofnature described in Section 7.3(a), or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers such Person shall, and shall cause their Representatives towithin one (1) day after such receipt, notify Buyer promptly after (and in any event no later than 24 hours) receipt Purchasers of any written such inquiry, offer proposal or proposal with respect to an Acquisition Transactionoffer, including information as to the identity of the other party or offeror making and the terms of such inquiry, offer proposal or proposal.offer. (c) Each Seller and Principal agrees that the rights and remedies for noncompliance with this Section 7.3 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 Purchasers and that money damages would not provide an adequate remedy to Purchasers. 7.4

Exclusivity. The Sellers shall not (a) During the Pre-Closing Period, Parent and Seller will not, nor will Parent nor Seller authorize or permit the Sellers shall not allow any of the Eldorado Entities Company or any of their directorsits Affiliates or Representatives to, officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants to (collectively, "Representatives")) directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate seek, or knowingly entertain, encourage, facilitate, support or furnish induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to to, or take any of the Eldorado Entities or the Business in connection withother action regarding, any inquiry, expression of interest, proposal or offer from any Person with respect to any merger, consolidation or other business combination or acquisition (other than the transaction contemplated in this Agreement) involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets ofthat constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any securities ofintention or desire to agree to, accept, approve, endorse or recommend) any of the Eldorado Entities Acquisition Proposal. Parent and Seller will immediately cease and cause to be terminated any and all existing activities, discussions or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way negotiations with any third party Persons conducted prior to or on the date hereof with respect to any Acquisition Transaction; Proposal. 36 (b) Without limiting the effectiveness of Section 4.8(a) above, Parent and/or Seller shall, within 24 hours, notify Purchaser orally and in writing after receipt by the Company, Parent or Seller or, to Seller’s Knowledge, any of their Affiliates (or, to Seller’s Knowledge, by any of its respective Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (iii) enter into any agreement, arrangement or understanding with respect to other notice that any Person is considering making an Acquisition Transaction or requiring any Proposal. Such notice shall describe (1) the terms and conditions of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any such Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shallProposal, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours2) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party Person or offeror group (as such term’s meaning set forth in Section 13(D) of the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder and related case law) making any such inquiry, offer or proposalAcquisition Proposal.