Common use of Exclusivity Clause in Contracts

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless From and after the date of this Agreement shall have been and ending on the earlier of the Closing Date or the date this Agreement is terminated in accordance with pursuant to Section 3.19.1 (the “Exclusivity Period”), each Stockholder agrees not toSeller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and shall cause itsagents) will not, his directly or her Affiliates or Representatives not toindirectly, solicit, induce, facilitate, respond to (a) acceptother than to advise such party of Seller’s obligations hereunder), initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to engage in or discuss other offers for an Acquisition Proposal; (b) furnish enter into discussions or disclose any non-public information to any Person in connection negotiations with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way withencourage, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, any Person concerning any sale, exclusive license or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated other form of disposition of any discussions or negotiations with any Persons Acquired Assets (other than 7GC sales of Acquired Products in the ordinary course of Seller’s and its RepresentativesSubsidiaries’ business) or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will enter into any Contracts or make any commitments to do or in connection with any of the foregoing. For the purpose of this Section 5.13, any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets or Acquired Business shall be considered a disposition of Acquired Assets or Acquired Business. Seller represents that may be ongoing neither it nor any of its employees, agents, representatives, directors or affiliates is party to or bound by any Contract with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal and terminate or any such Person’s and such Person’s Representative’s access request for non-public information relating to any electronic data room. Each Stockholder Acquired Assets or the Acquired Business, Seller shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an promptly notify Purchaser of such Acquisition Proposal in or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request), subject to any agreement to which such Stockholder is a partyconfidentiality obligations existing as of the date hereof.

Exclusivity. Unless Prior to the earlier of the Contribution Closing or the termination of this Agreement shall have been terminated Agreement, unless otherwise mutually agreed in accordance with Section 3.1writing by BLUM and Freeman Spogli, each Stockholder agrees of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateencourage or knowingly facilitate any inquiries or the making of, provide information any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or discuss similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other offers for an than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal; "), (bii) furnish vote or disclose consent (or cause to be voted or consented), in person or by proxy, any non-public information Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (civ) not enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyforegoing.

Exclusivity. Unless From the date hereof until the Closing Date or, if earlier, the termination of this Agreement shall have been terminated in accordance with Section 3.1Article IX, each Stockholder agrees not tothe Group, CayCo and Merger Sub shall not, and the Group, CayCo and Merger Sub shall instruct and use their reasonable best efforts to cause itsits and their Representatives acting on its and their behalf, his or her Affiliates or Representatives not to, (ai) accept, initiate, respond initiate any negotiations with any Person with respect to, encourage, entertain, solicit, negotiate, or provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information or data concerning the Group, CayCo or Merger Sub to any Person in connection with, or that could reasonably be expected to lead relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Group, CayCo or Merger Sub in connection with an Acquisition Proposal; , (cii) enter into any Contract regarding acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal; , (diii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (v) prepare or take any steps in connection with a public offering of any Equity Securities equity securities of any Group the Company (Parties, or any successor to or parent a newly formed holding company of any Group Company); the Company Parties or such Subsidiaries, or (evi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Notwithstanding anything to the contrary in this Agreement, the Group, CayCo and Merger Sub and their Subsidiaries and their respective Representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated in this Agreement or seek to circumvent this Section 1.10 or further an Acquisition Proposalthe Ancillary Agreements. Each Stockholder agrees to (A) notify From and after the Company date hereof, the Group, CayCo and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalMerger Sub shall, and to describe the terms shall instruct their respective officers and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information directors to, or enter into negotiations with such Persons. Each Stockholder and the Group, CayCo and Merger Sub shall instruct and cause their respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (acting on their behalf) to, immediately cease and cause to be terminated any terminate all discussions or and negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal (other than with SPAC and terminate its Representatives). The Company Parties shall promptly (and in any event within three (3) Business Days of the date of this Agreement) deliver a written notice to each such Person to the effect that the Company Parties are ending all such solicitations, communications, activities, discussions or negotiations with such Person’s , effective on the date of this Agreement, which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to such Person or its Representatives by or on behalf of the Group, CayCo and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyMerger Sub.

Exclusivity. Unless DLJMB is aware that, prior to the date of this Agreement Agreement, the Company has had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by DLJMB. Notwithstanding the foregoing, the Company agrees that it shall have been terminated in accordance with Section 3.1not, each Stockholder agrees and shall not permit any of its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇) not to, and shall cause itsat any time during the sixty (60) day period commencing on the date hereof (the “Exclusivity Period”), his directly or her Affiliates or Representatives not toindirectly, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateinitiate or encourage submission of further proposals or offers from any person, provide information with respect other than DLJMB, relating to any acquisition or discuss purchase of all or a significant portion of the assets of, including any river boat or other offers for an Acquisition Proposal; gaming facility or any contract to manage any gaming facility, or any equity interest in, the Company, any of its subsidiaries or affiliates controlled by the Company or any business combination involving the Company or any of its subsidiaries or affiliates controlled by the Company, or the declaration or payment of any dividend or any change in the public debt or capital structure of the Company or any of its subsidiaries or affiliates controlled by the Company, (b) further participate in any negotiations regarding, or furnish or disclose to any other person any additional non-public information to any Person in connection withwith respect to, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise further cooperate in any way with, or assist or participate in, or facilitate or encourage encourage, any effort or attempt by any Person other person other than DLJMB to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposalforegoing. Each Stockholder agrees to During the Exclusivity Period, (Ax) notify the Company and 7GC shall promptly upon receipt (and in advise DLJMB if any event within forty-eight (48) hours after receipt) such proposal or offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform DLJMB of any Acquisition Proposal, and to describe all the terms and conditions thereof, and shall furnish to DLJMB copies of any such Acquisition Proposal written proposal or offer and the contents of any communications in reasonable detail response thereto (including it being understood that the identity of Company shall not be required to take any action pursuant to this clause (x) that would violate any pre-existing confidentiality obligation enforceable against the Persons making such Acquisition ProposalCompany), and (By) keep the Company shall not waive any provisions of any “standstill” agreements between the Company and 7GC fully informed on a current basis any party. During the Exclusivity Period, the Company shall not, without the consent of DLJMB, enter into, or commit to enter into, any material modifications to such offer transaction outside the ordinary course of business or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions withtransactions of the type described in Paragraph 1(a). In addition, provide the Company agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (party other than 7GC and DLJMB or its Representatives) affiliates that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromrelate to, or waivemay reasonably be expected to lead to, amend any transaction outside of the ordinary course of business, consistent with its past practices, or modify any standstill transaction of the type described in Paragraph 1(a). The Company shall have the right to terminate the Exclusivity Period upon five (5) days prior written notice to DLJMB if DLJMB terminates discussions regarding the potential Transaction or confidentiality provision with respect otherwise abandons or ceases to an Acquisition Proposal in any agreement actively pursue the Transaction prior to which such Stockholder the expiration of the Exclusivity Period. If DLJMB notifies the Company that DLJMB is a partyterminating discussions regarding the potential Transaction, then the Company shall have the right to immediately terminate the Exclusivity Period.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Section 8, initiatethe Acquired Company will not, respond nor will it authorize or permit any of its officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, encouragedirectly or indirectly, entertain, (i) solicit, negotiateinitiate or induce the making, provide information with respect to submission or discuss other offers for an announcement of any Acquisition Proposal; , (bii) participate in any discussions or negotiations regarding, or furnish or disclose to any person any non-public information to any Person in connection withwith respect to, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes or may reasonably be expected to lead to, an any Acquisition Proposal; , (ciii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any Contract regarding letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Seller Parties and the Acquired Company’s subsidiaries will, and will cause their respective 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 any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Acquired Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of the Acquired Company or any of its subsidiaries shall be deemed to be a breach of this Section 5.3 by the Acquired Company. (b) In addition to the obligations of the Acquired Company set forth in Section 5.3(a), the Acquired Company as promptly as practicable shall advise Purchaser in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which the Acquired Company reasonably believes could lead to an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the material terms and conditions of any such Acquisition Proposal in reasonable detail (including to the extent known), and the identity of the Persons person or group making any such request, inquiry or Acquisition Proposal), (B) . The Acquired Company agrees to keep the Company and 7GC fully Purchaser informed on a current basis of the status and details (including any material modifications to such offer amendments or information and (Cproposed amendments) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate of any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromrequest, inquiry or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyProposal.

Exclusivity. Unless (a) Raptor agrees that, from and after the date of this Agreement shall have been terminated until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 3.16.1, each Stockholder agrees not toit shall not, directly or indirectly, through any (A) officer, (B) director, (C) employee, (D) affiliate that has signed an Affiliate's Agreement (as defined in Section 4.10) (a "Specified Affiliate"), (E) any agent or representative of a Specified Affiliate, (F) any agent or representative of Raptor that Raptor controls, and it shall cause its, his direct any other agent or her Affiliates or Representatives representative not to, (ai) acceptsolicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish encourage any inquiries or disclose any non-public information to any Person in connection withproposals that constitute, or that could reasonably be expected to lead to, any Acquisition Proposal (as defined below), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Raptor or its Board of Directors, directly or through representatives or agents on behalf of the Board, from (A) furnishing non-public information to, or entering into discussion or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of Raptor, if and only to the extent that (1) such Acquisition Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the Board of Directors of Raptor, after consultation with its financial advisors, result in a transaction more favorable to Raptor's stockholders from a financial point of view (including consideration of, among other matters, the ability of the person or entity making such proposal to obtain any financing necessary for the Acquisition Proposal) than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), (2) such action is necessary, in the reasonable good faith judgment of the Board of Directors of Raptor after consultation with outside corporate counsel to Raptor, in order to comply with the fiduciary duties of Raptor's Directors to Raptor's stockholders under Delaware law, and (3) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such person or entity, Raptor's Board of Directors receives from such person or entity an executed confidentiality agreement with confidentiality provisions not materially less favorable to such party than those contained in Section 4.15 of this Agreement; or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act or other applicable law with regard to an Acquisition Proposal; . (cb) enter into any Contract regarding an As used herein, the term "Acquisition Proposal; " shall mean any proposed or actual (di) prepare merger consolidation or take any steps in connection with a public offering similar transaction involving Raptor, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any Equity Securities assets of Raptor representing 20% or more of the assets of Raptor, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any Group Company similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 20% or more of the votes attached to the outstanding securities of Raptor, (iv) transaction in which any successor person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or parent company any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 20% or more of any Group Company); the outstanding shares of Raptor Common Stock, (v) liquidation, dissolution, or other similar type of transaction with respect to Raptor, or (evi) otherwise cooperate transaction which is similar in any way withform, substance or assist or participate in, or facilitate or encourage any effort or attempt by any Person purpose to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an transactions, provided, however, that the term "Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder " shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyinclude the Merger and the transactions contemplated thereby.

Exclusivity. Unless In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the signature of this Agreement Amendment No. 1 and ending at 5:30 p.m. in Boston, MA, on June 27, 2014 (the “Exclusivity Period”), World Energy shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsits directors, his or her Affiliates or Representatives President/Chief Executive Officer, Chief Financial Officer, investment bankers, attorneys and other financial advisors (collectively, the “World Energy Representatives”) not to, directly or indirectly: (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiateencourage (including by way of providing information), provide information with respect to facilitate or discuss other induce the submission of any inquiries, proposals or offers for an Acquisition Proposal; (b) furnish that constitute or disclose any non-public information to any Person in connection with, or that could may reasonably be expected to lead to, any Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non- public information or data relating to World Energy or any of its subsidiaries in connection with, or have any discussions with any person relating to, any actual or proposed Acquisition Transaction, or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal; Transaction; (civ) enter into any Contract regarding an letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition ProposalTransaction; or (dv) prepare or take approve any steps in connection with a public offering of any Equity Securities of any Group Company (transaction or any successor third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do affect any of the foregoing or seek to circumvent other provisions of this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyAgreement.

Exclusivity. Unless From the Agreement Date until the earlier of the Effective Time and the termination of this Agreement shall have been terminated in accordance Agreement, except with Section 3.1the prior written consent of Kootenay, each Stockholder agrees the Greeny Shareholders, and the Company will not (and will cause all directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company not to, and shall cause its, his or her Affiliates or Representatives not to, ): (ai) acceptSolicit, initiate, respond toencourage or accept any offer or proposal from any Person (other than the Kootenay Group Members and their respective representatives) concerning any merger, encourageconsolidation, entertainsale or transfer of material assets, solicit, negotiate, provide information sale or transfer of any equity interests or other business combination involving the Company (an “Acquisition Proposal”); (ii) engage in any discussions or negotiations with respect to or discuss any Person (other offers for an than the Kootenay Group Members and their respective representatives) concerning any Acquisition Proposal; or (biii) furnish or disclose any non-public information concerning the business, properties or assets of the Company to any Person (other than the Kootenay Group Members and their respective representatives), except as required to comply with any Applicable Laws or this Agreement or except in connection withthe Ordinary Course of Business. The Greeny Shareholders and the Company will (and will cause the directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company to) immediately cease and cause to be terminated all existing discussions, negotiations or that could reasonably be expected other communications with any Persons conducted heretofore with respect to lead toany of the foregoing. The Greeny Shareholders will immediately notify Kootenay in writing upon receipt by the Company or a Greeny Shareholder of any proposal, an Acquisition Proposal; (c) enter into any Contract offer or inquiry regarding an Acquisition Proposal; (d) prepare or take any steps , which notice will indicate in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any reasonable detail the identity of the foregoing Person making such proposal, offer or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company inquiry and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless this Agreement Sellers and the Subsidiaries shall have been terminated in accordance with Section 3.1not, each Stockholder agrees nor shall they authorize or permit any of their directors, officers or employees to, and Sellers and the Subsidiaries shall use their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of it or any of its subsidiaries not to, and shall cause its, his directly or her Affiliates or Representatives not toindirectly, (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to initiate or discuss other offers for an Acquisition Proposal; encourage (b) furnish or disclose any non-public information to any Person in connection withincluding by way of furnishing information), or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or knowingly take any steps in connection with a public offering other action designed to facilitate, any inquiries or the making of any Equity Securities of any Group Company proposal that constitutes a Seller Acquisition Proposal (or any successor to or parent company of any Group Company); as defined below) or (eii) otherwise cooperate participate in any way with, negotiations or assist or participate in, or facilitate or encourage discussions regarding any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Seller Acquisition Proposal. Each Stockholder agrees For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer from any person relating to (Ai) notify any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the Company net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any Subsidiary, in each case other than the transactions contemplated by this Agreement. In addition, Sellers and 7GC the Subsidiaries shall as promptly upon receipt as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any event case within forty-eight (48) 24 hours after receipt) of any such request or the receipt of such Seller Acquisition Proposal), and to describe the principal terms and conditions of any such request or Seller Acquisition Proposal in reasonable detail (including and the identity of the Persons person making such request or Seller Acquisition Proposal), . Sellers and Subsidiaries shall keep Globalstar informed of the status and details (Bincluding amendments or proposed amendments) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer request or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Seller Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.as promptly as practicable

Exclusivity. Unless (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by the Purchaser in connection with the preparation and execution of this Agreement shall have been terminated and its due diligence investigations, the Sellers agree that for the period commencing on the date of this Agreement and terminating upon the earlier of the Closing or the termination of this Agreement in accordance with Section 3.1its terms, each Stockholder agrees not tothe Sellers shall not, and shall cause its, his not authorize or her Affiliates permit any of their affiliates or Representatives not any of their representatives to, directly or indirectly, (ai) acceptencourage, solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to facilitate or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract continue inquiries regarding an Acquisition Proposal; (dii) prepare enter into discussions or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way negotiations with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, any person concerning a possible Acquisition Proposal; or (iii) enter into negotiations with such Personsany agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Stockholder The Sellers shall immediately cease and cause to be terminated terminated, and shall cause their affiliates and all of their representatives to immediately cease and cause to be terminated, any existing discussions or negotiations with any Persons persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) In addition to the other than 7GC obligations under this Section 6.10, the Sellers shall promptly (and in any event within three days after receipt thereof by any Seller or its Representativesrepresentatives) that may be ongoing advise the Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to an any Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromProposal, or waive, amend or modify any standstill or confidentiality provision inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making the same. (c) The Sellers agree that the rights and remedies for noncompliance with this Section 6.10 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 12.4), it being acknowledged and agreed that any agreement such breach or threatened breach shall cause irreparable injury to which such Stockholder is a partythe Purchaser and that money damages would not provide an adequate remedy to the Purchaser.

Exclusivity. Unless this Agreement (a) During the Interim Period, Purchaser shall have been terminated in accordance with Section 3.1not take, each Stockholder agrees not to, and nor shall cause its, his or her it permit any of its Affiliates or Representatives not toto take, (a) acceptwhether directly or indirectly, any action to solicit, initiate, respond tocontinue, encourage, entertain, solicit, negotiate, provide information with respect to engage in or discuss other offers for an Acquisition Proposal; (b) furnish facilitate discussions or disclose any non-public information to any Person in connection negotiations with, or that enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating to or which is intended or could reasonably be expected likely to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor give rise to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate result in, any offer, inquiry, proposal or facilitate indication of interest, written or encourage oral relating to any effort Business Combination (a “Purchaser Business Combination Proposal”) other than with the Company, its equityholders or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposaltheir respective controlled Affiliates. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalPurchaser shall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease any and cause to be terminated any all existing discussions or negotiations with any Persons Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Purchaser Business Combination Proposal. Purchaser shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Purchaser Business Combination proposal) notify the Company of any Purchaser Business Combination Proposal following Purchaser’s awareness thereof and shall provide a copy of such Purchaser Business Combination Proposal if in writing or otherwise provide a detailed summary of the material terms of such Purchaser Business Combination Proposal to the Company. (b) During the Interim Period, the Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue, engage in or facilitate discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than 7GC Purchaser, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating to or which is intended or could reasonably be likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any (i) reorganization, liquidation, dissolution, share exchange or recapitalization (excluding a recapitalization funded with the proceeds of debt financing), (ii) merger or consolidation involving the Company or any of its Subsidiaries, (iii) sale of all or substantially all of the Company’s or its Subsidiaries’ assets (other than securitization transactions and other sales of assets in the ordinary course of business) or equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such equity interests) or (iv) similar transaction or business combination involving the Company or any of its RepresentativesSubsidiaries or its or their business or assets (a “Company Business Combination Proposal”), in each case other than (A) that may be ongoing with Purchaser, its equityholders or their respective controlled Affiliates or (B) as otherwise contemplated or permitted by this Agreement (including in connection with the Pre-Closing Reorganization or as permitted under Section 8.01). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromto, or waivewhich is reasonably likely to give rise to or result in, amend a Company Business Combination Proposal. The Company shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Company Business Combination proposal) notify Purchaser of any Company Business Combination Proposal following the Company’s awareness thereof and shall provide a copy of such Company Business Combination Proposal if in writing or modify any standstill or confidentiality provision with respect otherwise provide a detailed summary of the material terms of such Company Business Combination Proposal to an Acquisition Proposal in any agreement to which such Stockholder is a partyPurchaser.

Exclusivity. Unless To allow time for negotiation of the Refinancing, from and after the date hereof until the termination of exclusivity pursuant to the terms of this Agreement agreement and except as expressly permitted by the following provisions of this paragraph, Finova shall have been terminated not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, any manner encourage, entertaindiscuss, solicit, negotiate, provide information with respect to accept or discuss other offers for an Acquisition Proposal; consider (b) furnish or disclose including furnishing any non-public information to any Person other party) any proposal of any other person or entity relating to (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction, (ii) any sale, lease or exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of Finova, in connection a single transaction or in a series of transactions or (iii) any tender offer, exchange offer for securities of Finova or any purchase or other acquisition of beneficial ownership of 20% or more of the equity of Finova (or securities convertible into 20% or more of the equity of Finova) (an "Acquisition Proposal"); provided, however, that nothing contained in this paragraph shall prohibit Finova's Board of Directors from furnishing information to, or entering into discussions or negotiations with, or any person that could reasonably be expected makes an unsolicited bona fide, fully financed, written Acquisition Proposal which relates to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering the acquisition by another entity of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any all of the foregoing equity of Finova, whether by merger, tender offer or seek otherwise, if and only to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to the extent that (A) notify the Company and 7GC promptly upon receipt Finova's Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Finova's Board of Directors to comply with its fiduciary duties to Finova's stockholders under applicable law, (and B) Finova's Board of Directors determines in any event within forty-eight (48) hours good faith after receipt) of any Acquisition Proposal, and to describe consultation with a nationally recognized expert with experience in appraising the terms and conditions of such unsolicited Acquisition Proposal, that such unsolicited Acquisition Proposal after taking into account the strategic benefits to be derived from the transaction with Leucadia and the long-term prospects of Finova, would, if consummated, result in a transaction more favorable to Finova's stockholders from a financial point of view (any such more favorable bona fide unsolicited Acquisition Proposal in reasonable detail being referred to as a "Superior Proposal"), (including C) the meeting of Finova's stockholders, if required to consummate the transaction with Leucadia, shall not have occurred and (D) prior to taking such action, Finova (i) notifies Leucadia of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the Persons person making the Acquisition Proposal) as promptly as practicable (but in no case later than 24 hours) after receipt thereof, (ii) provides Leucadia with a copy of any written Acquisition Proposal, (iii) thereafter informs Leucadia on a prompt basis of the status of any discussion or negotiations with such a third party and any material changes to the terms and conditions of such Acquisition Proposal), (Biv) keep the Company and 7GC fully informed on promptly gives Leucadia a current basis copy of any material modifications information delivered to such offer or information person which has not been previously been reviewed by Leucadia and (Cv) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the confidentiality agreement to which Leucadia is a party. Finova agrees to notify any investment banker or other representative of the substance of this agreement for the purpose of terminating any solicitation efforts that previously took place. The exclusivity provision of this agreement (but not the break up fee provision of this agreement) shall expire (and shall cause its Affiliates and Representatives not toi) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing if a definitive agreement with respect to an Acquisition Proposal the Preferred Stock Investment is not executed by Finova and terminate any Leucadia by December 8, 2000; (ii) if a term sheet for the Refinancing (which shall have been agreed to by Finova and Leucadia) (the "Term Sheet") is not presented to the agent banks for Finova's outstanding bank debt (the "Agent Banks") by December 20, 2000; and (iii) if the Agent Banks do not recommend approval of the Term Sheet (as such Person’s Term Sheet may be amended from time to time with the approval of Finova and such Person’s Representative’s access Leucadia) to any electronic data room. Each Stockholder shall not release any third party fromthe lenders by February 27, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party2001.

Exclusivity. Unless In consideration of the substantial expenditure of time and effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in connection with this Agreement letter agreement and the proposed Acquisition, AIPC hereby undertakes and agrees that without the prior written consent of Ralcorp, prior to June 30, 2010 (the “Termination Date”), neither AIPC nor any of its direct or indirect subsidiaries, employees, officers, directors, affiliates or representatives shall have been terminated engage in accordance with Section 3.1any Business Combination (as defined below) other than the Acquisition contemplated hereby (any such other Business Combination is referred to as an “Alternative Transaction”) or, each Stockholder agrees not to, and shall cause its, his directly or her Affiliates or Representatives not toindirectly, (aA) acceptsolicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to assist or discuss other offers for an Acquisition Proposal; encourage (b) furnish or disclose any including by way of furnishing non-public information information) or take any other action to facilitate any Person in connection withinquiries or the making of any proposal that constitutes, or that could may reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way withAlternative Transaction, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated participate in any discussions or negotiations with any Persons (other than 7GC regarding an Alternative Transaction. AIPC and its Representatives) that may be ongoing direct or indirect subsidiaries, employees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect to an Acquisition Proposal any Alternative Transaction and terminate will immediately inform ▇▇▇▇▇▇▇ in the event any such Person’s and such Person’s Representative’s access Alternative Transaction proposal is made. For purposes hereof, “Business Combination” means any (x) merger, consolidation, business combination, joint venture or similar transaction relating to AIPC or any electronic data room. Each Stockholder shall not release of its subsidiaries (or any third party frompart thereof), or waive(y) any sale or other disposition of the capital stock of or other equity interests (or securities convertible into, amend or modify exercisable or exchangeable for capital stock or other equity interests) of AIPC or any standstill of its subsidiaries (or confidentiality provision with respect to an Acquisition Proposal any part thereof), excluding the exercise of outstanding awards under AIPC’s Equity Incentive Plan or sales under AIPC’s 401(k) Plan or (z) any sale, dividend or other disposition of any assets of properties of AIPC or any of its subsidiaries (or any part thereof), other than in any agreement to which such Stockholder is a partythe ordinary course of business, other than immaterial assets and other than the sale of AIPC’s ▇▇▇▇▇▇ ▇▇▇▇▇® brand.

Exclusivity. Unless this Agreement (a) During the Pre-Closing Period, no Seller shall, and the Sellers shall have been terminated in accordance with Section 3.1cause the Company and each Seller’s and the Company’s respective officers, each Stockholder agrees directors, employees, representatives and agents not to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than the Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale or license of material assets or similar business transaction involving the Company or any Subsidiary (each, an “Acquisition Transaction”), provided that nothing in this Section 5.6 shall prevent or restrict the Sellers and/or the Company from taking any steps or entering into discussions (but not consummating any transaction) with any Person in relation to an equity and/or convertible debt financing (but where such equity and/or convertible debt financing involves third parties, no third party (with its Affiliates) shall be permitted to acquire in excess of 19.9% of the Company’s outstanding equity securities) to fund the Company’s operations (whether as part of an initial public offering of the Company’s Shares or otherwise) (ii) other than in the Ordinary Course of Business, furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Buyer or its representatives), it being agreed that the foregoing exception shall not permit the furnishing of any information to any party that any Seller or Warrantor has reason to believe is considering an Acquisition Transaction, or (iii) engage in negotiations or enter into any agreement with any Person (other than the Buyer or its representatives) concerning any such transaction. (b) The Sellers shall, and shall cause its, his or her Affiliates or Representatives not the Company to, (aimmediately notify any party with which discussions or negotiations of the nature described in Section 5.6(a) acceptabove were pending that the Sellers and the Company are terminating such discussions or negotiations. If any Seller or the Company receives any inquiry, initiateproposal or offer of the nature described in Section 5.6(a) above, respond such Seller shall, and the Sellers shall cause the Company to, encouragewithin one (1) Business Day after such receipt, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) Buyer of any Acquisition Proposalsuch inquiry, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (proposal or offer, including the identity of the Persons making other party and the terms of such Acquisition Proposal)inquiry, (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer proposal or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyoffer.

Exclusivity. Unless During the period starting on the date hereof and ending upon the earlier of (i) the Closing, or (ii) termination of this Agreement pursuant to Section 10.1: 8.3.1 The Seller shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsthe Group Companies and its and their respective Affiliates, his or her Affiliates or shareholders, equity holders and Representatives not to, directly or indirectly (ai) acceptsubmit, solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information discuss or negotiate with any Person with respect to any Acquisition Proposal or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or matter that could reasonably be expected to lead to, an to any Acquisition Proposal; , (cii) provide information with respect to the Seller or any Group Company to any Person, other than the Purchaser, in connection with any Acquisition Proposal by any Person, (iii) enter into any Contract regarding an or accept any offer relating to any Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); Proposal or (eiv) otherwise cooperate in any way withway, or assist or assist, participate in, or facilitate or encourage encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing foregoing. The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, immediately cease and terminate all discussions and negotiations that occurred or seek may have occurred on or prior to circumvent the date of this Section 1.10 or further an Agreement and terminate all agreements, in each case, with respect to any Acquisition Proposal. Each Stockholder agrees The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, take the necessary steps to promptly inform the Persons referred to in this Section 8.3.1 of the obligations undertaken in this Section 8.3.1. 8.3.2 The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, promptly notify (Abut in no event later than twenty-four (24) notify hours) the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) Purchaser of any Acquisition Proposal (including any amendments or modifications to any previously received Acquisition Proposal) or request for non-public information relating to any Group Company or for access to the properties, and to describe books or records, of any Group Company by any Person other than the Purchaser received after the date hereof. Such notice shall include: (i) the terms and conditions of any such Acquisition Proposal in reasonable detail and (including ii) the identity of the Persons Person making any such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless From the date of this Agreement shall have been terminated in accordance with Section 3.1until the Termination Date, each Stockholder agrees not tothe Company and its subsidiaries and their respective Affiliates will not, directly or indirectly through any officer, director, employee, advisor, representative, agent or otherwise, and the Company shall cause itsuse commercially reasonable efforts to ensure that the Shareholders do not: (i) make, his or her Affiliates or Representatives not tosolicit, (a) acceptassist, initiate, respond toencourage or accept or otherwise facilitate any inquiries, encourageoffers or proposals from any Person or group of Persons (other than the Purchaser and its Affiliates and their respective representatives), entertainwhether or not in writing and whether or not delivered to the Shareholders, solicit, negotiate, provide information with respect to concerning any Acquisition Proposal for the Company or discuss other offers for an Acquisition Proposalits subsidiary; (bii) furnish engage in any discussions or disclose any non-public information to any Person in connection withnegotiations regarding, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate co-operate in any way with, or assist or participate in, or facilitate or encourage encourage, any effort or attempt by any Person (other than the Purchaser and its Affiliates and their respective representatives) to do make or seek complete any Acquisition Proposal in respect of the Company or its subsidiary; (iii) furnish any non-public information concerning the business, properties or assets of the Company or any subsidiary thereof to do any Person (other than the Purchaser and its Affiliates and their respective representatives) except as required to comply with Applicable Laws or this Agreement or except in the Ordinary Course of Business; or (iv) accept or enter into, or propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal in respect of the Company or its subsidiary. The Company and its subsidiaries and their respective Affiliates will immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons (other than the Purchaser and its Affiliates and their respective representatives) conducted heretofore with respect to any of the foregoing, and in connection therewith the Company will discontinue access to any of its confidential information (and will not establish or allow access to any of its confidential information, or any data room, virtual or otherwise). The Company agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and the Company undertakes to enforce, or cause its subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof. The Company will immediately notify the Purchaser in writing upon receipt by the Company, any subsidiary thereof or any Shareholder of any proposal, offer or inquiry regarding an Acquisition Proposal in respect of the Company or its subsidiary, or any amendments to the foregoing or seek any request for non-public information relating to circumvent this Section 1.10 the Company or further any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries in respect of an Acquisition Proposal. Each Stockholder agrees to (A) notify Proposal for the Company or its subsidiary, which notice will indicate in reasonable detail the identity of the Person making such proposal, offer or inquiry and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity Proposal, or any other details of the Persons making proposal, inquiry or offer known to the Company as the Purchaser may reasonably request, and shall include copies of any such Acquisition Proposal)proposal, (B) inquiry or offer or any amendment to any of the foregoing. The Company shall keep the Company Purchaser promptly and 7GC fully informed on a current basis of the status, including any change to the material terms, of any material modifications such proposal, inquiry or request and will respond promptly to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing all reasonable inquires by the Purchaser with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythereto.

Exclusivity. Unless this Agreement (a) ▇▇▇▇ agrees that it shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and that it shall cause its, his or her Affiliates or direct its Representatives not to, directly or indirectly, (ai) accept, initiate, respond solicit or knowingly encourage any inquiries, proposals or offers with respect to, encourageor the making or completion of, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; , (bii) furnish engage or disclose participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to any Person portion of the Business or any Acquired Entity in connection with, an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal or (iv) approve, endorse or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal. ▇▇▇▇ agrees that could it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. Furthermore, neither the ▇▇▇▇ board of directors nor any committee thereof shall (i) withdraw or modify in a manner adverse to ITOCHU, or publicly propose to withdraw or modify in a manner adverse to ITOCHU, its recommendation of this Agreement or the transactions contemplated hereby, or (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of such actions, an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary in Section 5.8(a): (i) At any time prior to obtaining Stockholder Approval, ▇▇▇▇ may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8(a) and that the ▇▇▇▇ board of directors determines in good faith constitutes or may reasonably be expected to lead toto a Superior Proposal, an Acquisition Proposal; (cx) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection furnish information with a public offering of any Equity Securities of any Group Company (respect to ▇▇▇▇ and its subsidiaries, the Business or any successor Acquired Entity to or parent company of any Group Companythe Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for ▇▇▇▇ to be able to comply with its obligations under this Agreement); or (e) otherwise cooperate in any way withprovided, or assist or participate inhowever, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC that ▇▇▇▇ shall promptly upon receipt (and in any event within forty-eight (48) hours hours) provide to ITOCHU any material non-public information concerning the Business or any Acquired Entity that is provided to such Person to the extent not previously provided to ITOCHU, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal. (ii) At any time prior to obtaining Stockholder Approval, the ▇▇▇▇ board of directors or any committee thereof may (x) effect an Adverse Recommendation Change if the ▇▇▇▇ board of directors determines in good faith, after receiptconsultation with outside legal counsel that the failure of it or any committee thereof to effect an Adverse Recommendation Change would be inconsistent with the ▇▇▇▇ board of directors’ exercise of its fiduciary duties, and the ▇▇▇▇ board of directors or any committee thereof may only so effect an Adverse Recommendation Change if ▇▇▇▇ also simultaneously (y) terminates this Agreement pursuant to Section 10.1(d)(ii); provided, however, that prior to taking any such action: a) ▇▇▇▇ shall notify ITOCHU in writing, at least five (5) days (the “Notice Period”) before making an Adverse Recommendation Change and terminating this Agreement, of any its intention to take such action, which notice shall, (1) expressly state that ▇▇▇▇ has received an Acquisition Proposal that is a Superior Proposal and that the ▇▇▇▇ board of directors intends to make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii), (2) identify the Person making such Superior Proposal, and (3) include a copy of the most current version of the proposed agreement (or other transaction document) relating to describe such Superior Proposal; b) ▇▇▇▇ shall, during the Notice Period, negotiate with ITOCHU in good faith to make such adjustments in the terms and conditions of any this Agreement such that such Acquisition Proposal ceases to constitute a Superior Proposal if ITOCHU, in reasonable detail its sole discretion, proposes to make such adjustments; and c) ▇▇▇▇’▇ board of directors shall determine in good faith, after consulting with outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal even after taking into account any adjustments to the terms and conditions of this Agreement agreed to by ITOCHU during the Notice Period, provided, further, that if, as of the end of the Notice Period, ITOCHU has not agreed in writing to the terms and conditions described above that would cause such Acquisition Proposal to cease to constitute a Superior Proposal, then ▇▇▇▇ shall have no further obligations to ITOCHU under clauses (a) through (c) of the foregoing proviso and may proceed with its right to effect an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii). Notwithstanding any other provision herein to the contrary, ▇▇▇▇ may terminate this Agreement pursuant to Section 10.1(d)(ii) only if it concurrently effects an Adverse Recommendation Change in accordance with this Section 5.8(b)(ii). (iii) ▇▇▇▇ or the ▇▇▇▇ board of directors may (x) take and disclose to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or make any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or (y) make any required disclosure to ▇▇▇▇’▇ stockholders, in each case, if in the good faith judgment of the ▇▇▇▇ board of directors, after consultation with outside legal counsel, failure to do so would reasonably be expected to violate its obligations under applicable Legal Requirements. (iv) It is understood and agreed that any determination or action by the ▇▇▇▇ board of directors permitted under this Section 5.8(b) or Section 10.1(d)(ii) shall not be deemed to be a breach of Section 5.8(a). (c) ▇▇▇▇ promptly (and in any event within 48 hours) shall advise ITOCHU orally and in writing of any written Acquisition Proposal that is reasonably likely to lead to a Superior Proposal, including in each case the identity of the Persons Person making any such Acquisition Proposal), (B) inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request. ▇▇▇▇ shall keep the Company and 7GC ITOCHU fully informed informed, on a reasonably current basis basis, of the status and material terms of any such Acquisition Proposal, including any material modifications amendments or proposed amendments to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythe material terms thereof.

Exclusivity. Unless this In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the Effective Date and ending at 5:30 p.m. in Boston, MA, on the forty-fifth day following the Effective Date (the “Exclusivity Period”), World Energy shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsits directors, his President/Chief Executive Officer, Chief Financial Officer, other employees, investment bankers, attorneys, financial advisors and other advisors or her Affiliates or Representatives agents (collectively, the “World Energy Representatives”) not to, directly or indirectly: (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiateencourage (including by way of providing information), provide information with respect to facilitate or discuss other induce the submission of any inquiries, proposals or offers for an Acquisition Proposal; (b) furnish that constitute or disclose any non-public information to any Person in connection with, or that could may reasonably be expected to lead to, any Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non- public information or data relating to World Energy or any of its subsidiaries in connection with, or have any discussions with any person relating to, any actual or proposed Acquisition Transaction , or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal; Transaction; (civ) enter into any Contract regarding an letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition ProposalTransaction; or (dv) prepare or take approve any steps in connection with a public offering of any Equity Securities of any Group Company (transaction or any successor third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do affect any of the foregoing or seek to circumvent other provisions of this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyAgreement.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptDuring the term of this Agreement, neither Seller nor any of its Affiliates shall, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of their respective Affiliates to initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; encourage (b) furnish or disclose any non-public information to any Person in connection withincluding by way of furnishing information), or that could take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in Section 10.6 hereof), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare , or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor agree to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of endorse any Acquisition Proposal, and Seller shall notify Purchaser orally (within one business day) and in writing (as promptly as practicable), in reasonable detail, as to describe any inquiries and proposals which it or any of its Affiliates or any of their respective representatives or agents may receive; provided, however, that (i) Seller and its Affiliates may furnish or cause to be furnished confidential and non-public information concerning Seller and its businesses, properties or assets to a third party (subject to execution by such third party of a confidentiality agreement containing confidentiality provisions substantially similar to those of the letter agreement entered into between FBR Capital Markets & Co., as Seller’s agent, and Purchaser dated ▇▇▇▇▇ ▇, ▇▇▇▇), (▇▇) following the execution of such a confidentiality agreement, Seller may engage in discussions or negotiations with a third party executing such an agreement, (iii) following receipt of an Acquisition Proposal, Seller may take and disclose to its shareholders a position with respect to such Acquisition Proposal, including, if such Acquisition Proposal is a tender offer, Seller’s Board of Directors may take and disclose to its shareholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, and/or (iv) following receipt of an Acquisition Proposal, Seller’s Board of Directors may withdraw or modify its recommendation to shareholders, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that Seller’s Board of Directors shall conclude in good faith (on the basis of advice from outside counsel) that such action is required in order for Seller’s Board of Directors to satisfy their respective fiduciary obligations under applicable law; provided, further, that Seller’s Board of Directors shall not take any of the foregoing actions referred to in clauses (i) through (iv) until after reasonable notice to and consultation with Purchaser with respect to such action and that Seller’s Board of Directors shall continue to consult with Purchaser after taking such action and, in addition, if Seller’s Board of Directors receives an Acquisition Proposal or any request for confidential and non-public information or for access to the properties, books or records of Seller for the purpose of making, or in connection with, an Acquisition Proposal, then Seller shall promptly inform Purchaser as provided above of the terms and conditions of any such Acquisition Proposal in reasonable detail (including proposal or request and the identity of the Persons person making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Personsit. Each Stockholder shall Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing parties conducted prior to the date of this Agreement with respect to an any Acquisition Proposal and terminate Proposal. (b) Without limiting the foregoing, it is understood that any such Person’s and such Person’s Representative’s access violation of the restrictions set forth in the first sentence of Section 5.4(a) by any employee, officer or director or authorized employee, agent or representative of Seller or any of its Affiliates (including, without limitation, any investment banker, financial advisor, attorney or accountant or other representative retained by Seller or any of its Affiliates) or otherwise shall be deemed to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is be a partybreach of Section 5.4 by Seller.

Exclusivity. Unless this Agreement (a) Seller shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his not authorize or her permit any of its Affiliates or any of its or their Representatives not to, directly or indirectly, (ai) acceptencourage, solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to facilitate or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract continue inquiries regarding an Acquisition Proposal; (dii) prepare enter into discussions or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way negotiations with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into negotiations with such Personsany agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Stockholder Seller shall immediately cease and cause to be terminated any terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than 7GC Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Target Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.06, Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) that may be ongoing advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to an any Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromProposal, or waive, amend or modify any standstill or confidentiality provision inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal in or inquiry, and the identity of the Person making the same. (c) Seller agrees that the rights and remedies for noncompliance with this Section 6.06 shall include having such provision specifically enforced by any agreement court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to which such Stockholder is a partyBuyer and that money damages would not provide an adequate remedy to Buyer.

Exclusivity. Unless From the Effective Date until the Closing or the earlier termination of this Agreement shall have been terminated in accordance with Section 3.1Article VIII, each Stockholder agrees not to, and Seller Parties shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause the Group Companies and its and their respective managers, officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates not to), directly or indirectly, discuss, pursue, solicit, initiate, participate in, facilitate, encourage or otherwise enter into any discussions, negotiations, agreements or other arrangements regarding or which could lead to, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any part of the Ownership Interests, the Business or the Assets of any Group Company with any other Person other than the Buyer or its Affiliates and Representatives not to(an “Acquisition Proposal”) conduct any further discussions with, or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), or enter into negotiations with such Persons. Each Stockholder shall (a) immediately cease and cause to be terminated any and all Contracts, discussions or and negotiations with any Persons (Person other than 7GC the Buyer and its RepresentativesAffiliates and Representatives regarding the foregoing, (b) that may be ongoing promptly notify the Buyer if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto which has been made as of the Effective Date or is subsequently made, and (c) keep the Buyer fully informed with respect to an Acquisition Proposal the status of the foregoing. Seller Parties agree not to (and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall cause the Group Companies not to), without the prior consent of the Buyer, release any third party Person from, or waivewaive any provision of, amend or modify any standstill agreement or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder any Group Company is a partyparty or is otherwise bound.

Exclusivity. Unless Since the signing date of this Agreement Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, Ruipeng Parties shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsnot permit or authorise any of its related parties or their respective officers, his directors, employees, consultants, agents or her Affiliates or Representatives not representatives to, directly or indirectly, (ai) acceptinvite and accept the offers or intentions from anyone other than ▇▇▇▇▇▇▇▇▇ Capital and its related parties to purchase, initiatesubscribe for, respond to, encourage, entertain, solicit, negotiate, provide information with respect to replace or discuss other offers for an Acquisition Proposalotherwise invest in or acquire the underlying assets of Ruipeng or its related parties (“Investment Offer”); (bii) furnish discuss or disclose negotiate the Investment Offer or provide any non-public due diligence materials or information to any Person person in connection with, with the Investment Offer; or that could reasonably be expected to lead to, an Acquisition Proposal; (ciii) enter into or execute any Contract regarding an Acquisition Proposal; contract or arrangement (dincluding any letter of intent or similar document, whether legally binding or not) prepare or take any steps in connection with a public offering the Investment Offer. Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, ▇▇▇▇▇▇▇▇▇ Capital and Skyfield Parties shall not, and shall not permit or authorise any Equity Securities of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the Investment Offer from anyone other than Ruipeng Parties and their related parties to purchase, subscribe for, replace or otherwise invest in or acquire the underlying assets of Skyfield or their related parties; (ii) discuss or negotiate the Investment Offer or provide any Group Company (due diligence materials or information to any successor to or parent company of any Group Company)person in connection with the Investment Offer; or (eiii) otherwise cooperate enter into or execute any contract or arrangement (including any letter of intent or similar document, whether legally binding or not) in any way withconnection with the Investment Offer. Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, the minority shareholders of Skyfield and Ruipeng Investor Shareholders shall not, and shall not permit or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do authorise any of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the foregoing Investment Offer from anyone other than Ruipeng Parties or seek ▇▇▇▇▇▇▇▇▇ Capital and their respective related parties to circumvent this Section 1.10 purchase, subscribe for, replace or further an Acquisition Proposal. Each Stockholder agrees otherwise invest in or acquire the underlying assets of Ruipeng, the underlying assets of Skyfield or their related parties; (ii) discuss or negotiate the Investment Offer or provide any due diligence materials or information to any person in connection with the Investment Offer; or (Aiii) notify the Company and 7GC promptly upon receipt (and in enter into or execute any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail contract or arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyInvestment Offer.

Exclusivity. Unless Until such time, if any, as this Agreement shall have been is terminated in accordance with Section 3.1pursuant to Article XI, each Stockholder of Parent, Seller and the Company agrees not tothat it shall not, and shall cause itsthe Subsidiaries and the Affiliates, his or her Affiliates or Representatives not todirectors, (a) acceptofficers, initiateemployees, respond todirect and indirect equity holders and representatives of Parent, encourageSeller, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in the Subsidiaries not to directly or indirectly solicit, initiate or knowingly encourage any event within forty-eight (48) hours after receipt) of any Acquisition Proposalinquiries or proposals from, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer discuss or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions negotiate with, provide any information to, or enter into negotiations with such Personsconsider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Each Stockholder Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease and cause to be terminated any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Persons (Person other than 7GC Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Company or any of the Subsidiaries (including through a notification by its Representativesrepresentatives) that may be ongoing of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to an a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and terminate any such Person’s the Company acknowledge and such Person’s Representative’s access agree that Buyer shall have the right to any electronic data roomseek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each Stockholder shall not release of Parent, Seller and the Company acknowledge and agree that any third party fromviolation of (A) the restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or waivethe Subsidiaries, amend or modify (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any standstill Equity Holder Agreement by any Affiliate of Parent, Seller, or confidentiality provision with respect the Company party thereto, whether or not such Person is purporting to an Acquisition Proposal in any agreement to which such Stockholder is act on behalf of Parent, Seller, the Company or otherwise, shall be deemed a partybreach of this Section 6.5.

Exclusivity. Unless (a) From the date of this Agreement shall have been terminated and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Section 3.19.01, each Stockholder agrees not tothe Company shall not, and shall cause its, his or her Affiliates or the Company Subsidiaries and its and their respective Representatives not to, directly or indirectly, (aA) acceptenter into, initiateknowingly solicit, initiate or continue any discussions or negotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any inquiries, offers or proposals (written or oral) by, or participate in any negotiations with, or provide any information to, encourageor otherwise cooperate in any way with, entertainany person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, solicitconcerning any direct or indirect sale or purchase, negotiatein a single transaction or a series of related transactions, provide of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an “Alternative Transaction”), other than with the other Parties and their respective Representatives, (B) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withto, or cooperate in any way that could would otherwise reasonably be expected to lead to, an Acquisition Proposal; any Alternative Transaction, (cC) enter into any Contract contract or other arrangement or understanding regarding an Acquisition Proposal; Alternative Transaction, (dD) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, I approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (E) prepare or take any steps in connection with a public offering of any Equity Securities Interests of any Group the Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing Company Subsidiaries or seek (F) amend or grant any waiver or release under any standstill or similar agreement with respect to circumvent any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 1.10 or further an Acquisition Proposal7.04(a). Each Stockholder agrees to (A) notify the The Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalshall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause the Company Subsidiaries and its Affiliates and their respective affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease any and cause to be terminated any all existing discussions or negotiations with any Persons (other than 7GC and person conducted heretofore with respect to any Alternative Transaction. If the Company or any of its Representatives) that may be ongoing subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than three (3) Business Days after the Company becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (in which case, the Company will use reasonable best efforts to seek a waiver of any applicable confidentiality restrictions). Without limiting the foregoing, Company agrees that any violation of the restrictions set forth in this Section 7.04(a) by it or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.04(a) by the Company. (b) From and after the date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, (i) Parent shall not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage or submit an indication of interest for, any inquiries, proposals or offer to a person (including any financial investor or group of financial investors) concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of Parent or any capital stock or other equity securities of Parent, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities or other similar transaction (“Parent Acquisition Proposal”), or (B) participate in any negotiations relating to a Parent Acquisition Proposal and (ii) Parent shall, and shall cause its Representatives to, (A) terminate immediately any such Person’s negotiations with any Person relating to a Parent Acquisition Proposal and such Person’s Representative’s access to (B) promptly advise the Company in writing of any electronic data room. Each Stockholder proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall not release any third party from, be required to inform the Company of the identity of the person making such proposal or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythe material terms thereof).

Exclusivity. Unless (i) The Buyer Parties and the Paladin Parties hereby agree that during the period beginning on the date hereof through 5:00 p.m. pacific time on the day which is the thirtieth (30th) day following the Agreement Date (unless during such thirty day period, Parent shall notify the Paladin Parties that Parent has finished its due diligence) (the “Due Diligence Period”), Parent and Paladin shall continue to discuss on an exclusive basis this Agreement, the Partnership Merger and the transactions contemplated by this Agreement (the “Proposed Transaction”), including the negotiation of the terms thereof and the definitive documentation regarding the same. (ii) In addition to and not in limitation of the provisions of Section 7.2 hereof, the Paladin Parties hereby agree that, during the Due Diligence Period, the Paladin Parties shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsnot authorize or permit any of their respective Representatives (collectively, his or her Affiliates or Representatives not the “Paladin Group”) to, (a) acceptdirectly or indirectly, initiate, respond to, encourage, entertain, solicit, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any Person or group of Persons other than the Buyer Parties (an “Alternate Proposal”) to acquire all or any significant part of the business and properties or Equity Interests of any Paladin Party, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person third party in connection with, with an Alternate Proposal or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare agreement, arrangement or take understanding requiring it to abandon, terminate or fail to consummate the Proposed Transaction with the Buyer Parties. Paladin agrees to immediately notify Parent if any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any member of the foregoing Paladin Group receives any indications of interest, requests for information or seek to circumvent this Section 1.10 or further offers in respect of an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Alternate Proposal, and will communicate to describe Parent in reasonable detail the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity indication, request or offer, and will provide Parent with copies of the Persons making all written communications relating to any such Acquisition Proposal)indication, (B) request or offer and shall keep the Company and 7GC Parent fully informed on a current basis of any material modifications to such offer indication, request or information and (C) not (offer. As of the date hereof, the Paladin Parties shall have terminated, and shall cause its Affiliates have caused each member of the Paladin Group to terminate, any and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any all existing discussions or negotiations with any Person or group of Persons (other than 7GC and its Representatives) the Buyer Parties regarding an Alternate Proposal. Paladin represents that may be ongoing no member of the Paladin Group is party to or bound by any agreement with respect to an Acquisition Alternate Proposal other than under this Agreement. (iii) The Parties acknowledge that a breach of this Section 7.8(a) would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Paladin hereby agrees that Parent may seek equitable relief in the event of any breach or threatened breach of this Section 7.8(a), including injunctive relief against any breach thereof and terminate specific performance of any such Person’s and such Person’s Representative’s access provision thereof, in addition to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement other remedy to which such Stockholder is a partyBuyer may be entitled, including the remedy set forth in Section 9.3(a)(iv).

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptSubject to paragraph (b) below, initiateand except where acting in a manner which is permitted under Section 3.2 of the Pre-Acquisition Agreement, respond tofrom the date of execution of this Agreement until the first to occur of the expiry of the Offer or the termination of this Agreement, encouragethe Shareholder will not, entertaindirectly or indirectly: (i) make, solicit, negotiateinitiate or encourage inquiries from or submission of proposals or offers from any person, provide corporation, partnership or other business organization whatsoever (including any of its officers or employees) relating to any Take-over Proposal (as defined in the Pre-Acquisition Agreement); or (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withto, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage encourage, any effort or attempt by any Person other person to do anything mentioned in (i) above; given that the Company has entered into the Pre-Acquisition Agreement, which provides for, among other customary terms and provisions, the payment by the Company to Acquiror of a termination or seek to do any “break” fee in the amount set forth in the Pre-Acquisition Agreement. (b) If the Shareholder is a member of the foregoing board of directors and/or officer of the Company: (i) the provisions of paragraph (a) above shall be subject to the fiduciary duty of the Shareholder, in his capacity as a director or seek officer of the Company, to circumvent act in the manner described in Section 3.2 of the Pre-Acquisition Agreement; and (ii) the Shareholder acknowledges that he may act as a holder of Common Shares pursuant to this Agreement in a manner that is different than the manner in which he is duty bound to act in his capacity as a director or officer of the Company. (c) Subject to paragraph (b) above and except where acting in a manner which is permitted under Section 1.10 or further an 3.2 of the Pre-Acquisition Proposal. Each Stockholder agrees to (A) Agreement, the Shareholder will notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) Offeror immediately of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing communications received from another party with respect to the entering into of an Acquisition agreement similar in substance to this Agreement or any Take-over Proposal and terminate any the particulars thereof and keep the Offeror apprised of the status of such Personcommunications and the Shareholder’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyresponse thereto.

Exclusivity. Unless this Agreement (a) During the Interim Period, the Company shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his or her Affiliates or its Representatives and Subsidiaries not to, directly or indirectly, (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to solicit or discuss other offers for an Acquisition Proposal; encourage (b) furnish including by way of providing confidential or disclose any non-public information to information) any Person in connection withinquiries, proposals or offers that could constitute or may reasonably be expected to lead to (A) any purchase of stock or other Equity Securities of the Company (other than (x) pursuant to or in connection with a Company Benefit Plan or (y) as consideration in an acquisition by the Company or its Subsidiaries, but subject to, and without limiting anything contained in Section 6.01) or material portion of the assets of the Company and its Subsidiaries or (B) any merger, business combination or other similar transaction of the Company or its Subsidiaries (an Acquisition “Alternative Transaction Proposal; ”), (cii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any Contract regarding an Acquisition agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; (d) prepare or take any steps in connection with provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a public offering violation of any Equity Securities of any Group this Section 8.03(a). The Company (agrees to promptly notify SPAC if the Company or any successor to of its Representatives or parent company Subsidiaries receive any offer or communication in respect of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Alternative Transaction Proposal, and will promptly communicate to describe SPAC in reasonable detail the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)substance thereof, (B) keep and the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (shall, and shall cause its Affiliates Representatives and Representatives not to) conduct any further discussions with, provide any information Subsidiaries to, cease any and all existing negotiations or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons person or group of persons (other than 7GC SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives, its Subsidiaries and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be ongoing with respect expected to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access lead to any electronic data room. Each Stockholder shall not release business combination transaction between SPAC or any Subsidiary thereof, on the one hand, and any other Person (other than the Company), on the other hand (a “SPAC Alternative Transaction”), (ii) engage or participate in any discussions, negotiations or transactions with any third party fromregarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to which such Stockholder is any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a partyviolation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or Subsidiaries or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives, its Subsidiaries and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the Company and its Representatives) regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Unless this Agreement (a) During the Interim Period, the Company shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his or her Affiliates or its Representatives and Subsidiaries not to, directly or indirectly, (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to solicit or discuss other offers for an Acquisition Proposal; encourage (b) furnish including by way of providing confidential or disclose any non-public information to information) any Person in connection withinquiries, proposals or offers that could constitute or may reasonably be expected to lead toto any purchase of shares or other Equity Securities of the Company or material portion of the assets of the Company and its Subsidiaries (on a consolidated basis) or any merger, business combination or other similar transaction of the Company or its Subsidiaries (an Acquisition “Alternative Transaction Proposal; ”), (cii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any Contract regarding an Acquisition agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that (dx) prepare or take any steps the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in connection with a public offering of any Equity Securities of any Group this Section 8.03(a) shall be construed to permit the Company (or any successor of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or parent company file with the SEC any Registration Statement on Form S-1 or F-1. Notwithstanding anything set forth in this Section 8.03(a) to the contrary, the Company shall be permitted to undertake the Permitted Equity Financing if (and only if), (1) none of the Company, its Subsidiaries, or its Representatives, prior to November 1, 2021, (x) initiate, solicit or encourage (including by way of providing confidential or non-public information) any Group Company); inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (ey) otherwise cooperate engage or participate in any way withdiscussions, negotiations or assist transactions with any third party regarding the Permitted Equity Financing or participate inthat are intended to lead to the Permitted Equity Financing, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A2) notify the Company and 7GC (x) notifies SPAC promptly upon receipt (and in any event within fortytwenty-eight four (4824) hours hours) after receipt) of any Acquisition Proposal, and the Company has determined to describe pursue the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)Permitted Equity Financing or potential Permitted Equity Financing, (By) keep the Company and 7GC fully keeps SPAC reasonably informed on a current prompt and timely basis of the status, discussions, negotiations and terms (including any material modifications developments, amendments or proposed amendments to such offer terms) of the Permitted Equity Financing or information potential Permitted Equity Financing, and (Cz) not consults with SPAC in respect of the Permitted Equity Financing or potential Permitted Equity Financing, and (3) each Person that receives Equity Securities in connection with the Permitted Financing shall enter into an agreement substantially in the form of the Company Shareholder Lock-Up and Support Agreement (excluding Article VI therein), which shall also contain a customary voting provision in which such Person agrees to vote (whether at a meeting or by written consent) all of the Equity Securities owned by such Person in favor and support of the Transactions, including the Company Transaction Proposals. (b) During the Interim Period, SPAC shall not, and shall cause its Affiliates Representatives and Representatives the Sponsor not to, directly or indirectly, (i) conduct initiate, solicit or encourage (including by way of providing confidential or non-public information) any further discussions withinquiries, provide proposals or offers that constitute or may reasonably be expected to lead to any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease business combination transaction between SPAC and cause to be terminated any discussions or negotiations with any Persons other Person (other than 7GC the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the Company and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is regarding a partySPAC Alternative Transaction Proposal.

Exclusivity. Unless (a) Between the date of this Agreement shall have been terminated and the earlier of the Closing and the termination of this Agreement in accordance with Section 3.1Article VII, each Stockholder agrees not toParent shall not, and shall cause its, his or her Affiliates or its Subsidiaries and Representatives not to, directly or indirectly, take any action to (ai) acceptsolicit, initiate, respond toknowingly facilitate or knowingly encourage any Acquisition Proposal, encourage(ii) enter into, entertaincontinue or otherwise engage in discussions or negotiations with any third party with respect to any Acquisition Proposal, solicit(iii) provide information to any third party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, negotiateletter of intent, provide memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to any data room (virtual or actual) containing any confidential information with respect to or discuss other offers for an Acquisition Proposal; the Business; (bii) furnish or disclose cease and cause to be terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any non-public information to any Person in connection withthird party with respect to, or that could which would reasonably be expected to lead to, an any Acquisition Proposal; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement). (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly Promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any an unsolicited Acquisition Proposal, Parent shall notify Buyer thereof, which notice shall include a written summary of the material terms of such proposal and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making party that submitted such proposal. Parent may respond to any unsolicited Acquisition Proposal), (B) keep Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Company Acquisition and 7GC fully informed on a current basis of any material modifications is unable to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, related to Parent or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any of its Subsidiaries or entertain any proposals or offers or engage in any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyProposal.

Exclusivity. Unless this Agreement During the Contract Period, Seller shall have been terminated in accordance with Section 3.1not, each Stockholder agrees and shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall cause its, his not authorize or her Affiliates or Representatives not permit any of the foregoing to, directly or indirectly, (ai) acceptsolicit, initiate, respond toseek or knowingly encourage any inquiry, encourageproposal or offer from, entertain, solicit, negotiate, provide information any Person (other than the Purchasers and their respective Affiliates with respect to the transactions contemplated by this Agreement, the Real Estate Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby) regarding any offer or discuss other offers inquiry from any Person relating to any direct or indirect merger, consolidation, reorganization or acquisition of the Business, the Acquired Companies (or equity interests therein) or all or any material portion of the Business (excluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the Integrated Resort or the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian or the Transferred Real Estate Assets, including any sale, lease, sale leaseback or mortgage of the Transferred Real Estate Assets (an Acquisition Proposal; “Offer”), (bii) furnish any information to, or disclose participate in any non-public information to any Person in connection negotiations or discussions with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any agreement in principle, arrangement, understanding or Contract regarding an Acquisition Proposal; with, any Person with respect to any Offer, (diii) prepare approve, endorse or take recommend, or propose publicly to approve, endorse or recommend, any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); Offer or (eiv) otherwise cooperate in any way withresolve, propose or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek agree to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposalforegoing. Each Stockholder Seller agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of that any such Acquisition Proposal discussions, negotiations and other communications in reasonable detail (including the identity progress as of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis date of any material modifications to such offer or information and (C) not (this Agreement shall immediately be terminated and shall cause its Affiliates request that any confidential information regarding the Business and Representatives not to) conduct held by any further discussions withPerson in connection with such discussions, provide any information to, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into negotiations with any agreement (including any confidentiality or non-disclosure agreement) concerning any such Personsthird-party transaction. Each Stockholder Seller shall immediately cease notify the Purchasers as promptly as reasonably practicable upon any Offer that is in writing and cause is a bona fide offer or proposal to be terminated any discussions or negotiations with any Persons (other than 7GC acquire the Business, the Integrated Resort, the fee and its Representatives) that may be ongoing related interests of Sands Arena Landlord LLC and VCR with respect to an Acquisition Proposal and terminate the MSG Sphere at the Venetian, any such Person’s and such Person’s Representative’s access to of the Acquired Assets or any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyof the Acquired Interests.

Exclusivity. Unless (a) From the date of this Agreement shall have been terminated in accordance with Section 3.1until the Closing or, each Stockholder agrees not toif earlier, the termination of this Agreement pursuant to Article VII, the IASIS Parties will not, and shall cause its, his or her Affiliates or will direct each of their Company Representatives not to, directly or indirectly, (ai) acceptsolicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to knowingly encourage or discuss knowingly facilitate any inquiries or the making of any proposals or offers from any Person (other offers for than the MPT Parties and their Representatives) concerning an Acquisition Proposal; Proposal relating to the Owned Real Property, (bii) furnish participate in any way in any discussion (other than to provide notice as to the existence of these provisions) or disclose negotiation with, or provide any confidential or non-public information to to, or otherwise assist or facilitate, any Person in connection withwith or relating to any Acquisition Proposal relating to the Owned Real Property, (iii) approve or recommend, or that could reasonably be expected propose to lead toapprove or recommend, an whether publicly or to any director or equityholder, any Acquisition Proposal; Proposal relating to the Owned Real Property, or (civ) enter into any Contract regarding an Acquisition Proposal; (d) prepare approve or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way withrecommend, or assist propose to approve or participate inrecommend, or facilitate execute or encourage enter into, any effort letter of intent, agreement in principal, merger agreement (other than the Merger Agreement), acquisition agreement, option agreement or attempt by other similar Contract related to any Person Acquisition Proposal relating to do the Owned Real Property, or seek propose, whether publicly or to any director or equityholder, or agree to do any of the foregoing or seek related to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail Proposal. (including b) From the identity date of this Agreement until the Persons making such Acquisition Proposal)Closing or, (B) keep if earlier, the termination of this Agreement pursuant to Article VII, the IASIS Parties will, and will direct each Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information Representative to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated terminate any discussions existing agreements, discussions, negotiations or negotiations other communications with any Persons (other than 7GC and its Representatives) that may be ongoing third party with respect to an any Acquisition Proposal and terminate relating to the Owned Real Property, including terminating any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless From and after the date of this Agreement shall have been and ending on the earlier of the Closing Date or the date this Agreement is terminated in accordance with pursuant to Section 3.110.1 (the “Exclusivity Period”), each Stockholder agrees not toSeller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and shall cause itsagents) will not, his directly or her Affiliates or Representatives not toindirectly, (a) acceptsolicit, initiateinduce, facilitate, respond to, encourageinitiate, entertain, solicit, negotiate, provide information with respect to engage in or discuss other offers for an Acquisition Proposal; (b) furnish enter into discussions or disclose any non-public information to any Person in connection negotiations with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way withencourage, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, any Person concerning any sale, exclusive license or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated other form of disposition of any discussions or negotiations with any Persons material Assets (other than 7GC sales of Products in the ordinary course of Seller’s business) or any transaction involving the Assets similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will approve, endorse, recommend or sign any contracts or agreements or make any commitments to do or in connection with any of the foregoing. For the purpose of this Section 5.13, any license of material Intellectual Property Rights related to any of the Assets outside the ordinary course of Seller’s operation and its Representatives) ownership of the Assets shall be considered a disposition of the Assets. Seller represents that may be ongoing with respect to it is not bound by any Acquisition Proposal other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal and terminate or any such Person’s and such Person’s Representative’s access request for non-public information relating to any electronic data room. Each Stockholder Assets, Seller shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an promptly notify Buyer of such Acquisition Proposal in any agreement to which or request (including, without limitation, the identity of the Person making, and the terms of, such Stockholder is a partyAcquisition Proposal or request).

Exclusivity. Unless this Agreement During the Interim Period, the Company shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsits Subsidiaries and its and their employees, his stockholders and other representatives (including any investment bankers) not to (and shall not authorize any of them to) directly or her Affiliates or Representatives not to, indirectly: (ai) acceptsolicit, initiate, respond encourage or facilitate any inquiries with respect to, encourageor the making, entertainsubmission or announcement of, solicit, negotiate, provide information with respect to any offer or discuss other offers proposal for an Acquisition Proposal; (bii) participate or engage in or continue any discussions or negotiations regarding, or furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead any nonpublic information of the Company Group with respect to, an any Acquisition Proposal; (ciii) approve, endorse or recommend any Acquisition Proposal; (iv) enter into any Contract regarding an Acquisition Proposal; (d) prepare letter of intent or take any steps in connection with a public offering of any Equity Securities of any Group Company (similar document or any successor to contract agreement or parent company of any Group Company); commitment contemplating or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of providing for the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) consummation of any Acquisition Proposal, and to describe the terms and conditions of ; or (v) submit any such Acquisition Proposal in reasonable detail (including or any matter related thereto to the identity vote of the Persons making such Acquisition Proposal)Stockholders. The Company shall, (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates Subsidiaries and Representatives not to) conduct any further discussions withits and their employees, provide any information stockholders and other representatives to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing third parties conducted heretofore with respect to an any Acquisition Proposal. As promptly as practicable (and in any event within one (1) Business Day) after receipt of any Acquisition Proposal and terminate or any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, request for nonpublic information or waive, amend or modify any standstill or confidentiality provision with respect inquiry which it reasonably believes would lead to an Acquisition Proposal in any agreement to which Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions of such Stockholder is a partyAcquisition Proposal.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptDuring the Exclusivity Period, initiatethe Company will not, respond nor will it authorize or permit any of its officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, encourage, entertain, directly or indirectly (i) solicit, negotiateinitiate or induce the making, provide information with respect to submission or discuss other offers for an announcement of any Acquisition Proposal; , (bii) participate in any discussions or negotiations regarding, or furnish or disclose to any person any non-public information to any Person in connection withwith respect to, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to, an any Acquisition Proposal; , iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (civ) endorse or recommend any Acquisition Proposal, or (v) enter into any Contract regarding an Acquisition Proposal; (d) prepare letter of intent or take any steps in connection with a public offering of any Equity Securities of any Group Company (similar document or any successor contract, agreement or commitment contemplating or otherwise relating to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the The Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalits Subsidiaries will, and to describe the terms will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company other advisors and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information representatives to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease any and cause to be terminated any all existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing parties conducted heretofore with respect to an any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries, which violation was known to the Company’s management and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any provision in this Section 6.4 to the contrary, the Company shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such funding transaction until the Exclusivity Period has expired. (b) In addition to the obligations of the Company set forth in subsection (a) of this Section 6.4, the Company as promptly as practicable shall advise BSC in writing of any Acquisition Proposal and terminate received during the Exclusivity Period or of any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, request for nonpublic information or waive, amend or modify any standstill or confidentiality provision with respect other inquiry during the Exclusivity Period which the Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal in (to the extent known), and the identity of the person or group making any agreement to which such Stockholder is a partyrequest, inquiry or Acquisition Proposal.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to its terms, initiatethe Company and the Shareholder will not, respond nor will the Company or the Shareholder authorize or permit (to the extent within their power and authority) any of the Company’s directors, officers, Affiliates, employees or any investment banker, advisor, representatives or other agent of the Company or the Shareholder to (and they shall instruct each such representative or other agent not to), encourage, entertain, directly or indirectly: (i) solicit, negotiateinitiate or induce the making, provide submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withto, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to, an any Acquisition Proposal; , (ciii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any Contract regarding an Acquisition Proposal; (d) prepare letter of intent or take any steps in connection with a public offering of any Equity Securities of any Group Company (similar document or any successor Contract contemplating or otherwise relating to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the The Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall will immediately cease any and cause to be terminated any all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal, and promptly after the date hereof request the prompt return or destruction of all confidential information previously furnished to such Persons within the last 12 months for the purpose of evaluating a possible Acquisition Proposal and require such return or destruction to the extent the Company has the right to do so under any applicable confidentiality agreement with such Person. The foregoing notwithstanding, the Company, the Shareholder and the Company’s directors, officers, Affiliates, employees, investment bankers, advisors, representatives and other agents may discuss any Acquisition Proposal with Buyer and with each other. (b) In addition to the obligations of the Company set forth in Section 7.5(a), the Company shall, as promptly as practicable, advise Buyer of (i) any Acquisition Proposal received by the Company after the date hereof, (ii) the material terms and conditions of such Acquisition Proposal, and (iii) the identity of the Person or group making any such Acquisition Proposal. The Company shall keep Buyer fully informed of the status and details of any such Acquisition Proposal and provide to Buyer as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent by or provided to the Company or their respective Affiliates (or their respective representatives or other agents) in connection with any such Acquisition Proposal. (c) In consideration for the foregoing covenants set forth in Section 7.5, Buyer shall pay to the Shareholder and the Company Payees, in accordance with the allocation set forth in the Merger Consideration Payment Schedule, a cash fee equal to $25,000 per day beginning on the 8th day following the date of this Agreement and continuing through the End Date (the “Closing Delay Fee”); provided, however, that notwithstanding anything herein to the contrary, the Closing Delay Fee shall be payable in addition to the Closing Cash Consideration and the Buyer’s obligations to pay the Closing Delay Fee shall survive the Closing; provided, further, that the Shareholder and the Company Payees shall not be entitled to the Closing Delay Fee for an applicable date if (i) all of the conditions to the Company’s and the Shareholder’s obligations to consummate the Closing under ARTICLE XI have been satisfied as of such date (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Personconditions which by their nature are to be satisfied by the Closing Date) or (ii) the Company’s, the Shareholder’s and or the Company Payees’ breach of this Agreement is the cause of the failure of the Closing to occur by such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partydate.

Exclusivity. Unless (a) Between the date of this Agreement shall have been terminated and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 3.17.1, each Stockholder agrees not to, and neither Base Ten nor any person acting on its behalf shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection hold discussions with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions negotiate with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause initiate, encourage, solicit, or agree to be terminated any discussions or negotiations with offer from, any Persons (person other than 7GC the Company, regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving Base Ten or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to the Company of the transactions contemplated hereby, unless: (i) the board of directors of Base Ten determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of Base Ten to comply with its fiduciary duties to the shareholders of Base Ten under applicable law; and (ii) prior to entering into negotiations, the board of directors of Base Ten receives from the other party an executed confidentiality agreement and its Representativesproposal with terms no less favorable to Base Ten than those contained in this Agreement; and (iii) that may be ongoing with respect prior to an Acquisition Proposal and terminate entering into any such Person’s negotiations, Base Ten provides written notice to the Company that includes the terms of the proposal, the identity of the person making the proposal, and such Person’s Representative’s access the fact that clauses (a) and (b) of this Section 5.20(a) have been satisfied. (b) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither the Company nor any person acting on its behalf shall hold discussions, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any electronic data room. Each Stockholder shall not release any third party offer from, any person other than Base Ten regarding any merger, sale of securities, sale of assets, sale of liabilities, or waivesimilar transaction involving the Company or any transaction that could be expected to impede, amend delay, interfere with, prevent, or modify dilute the benefits to Base Ten of the transactions contemplated hereby, unless: (i) the board of directors of the Company determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of the Company to comply with its fiduciary duties to the stockholders of the Company under applicable law; and (ii) prior to entering into negotiations, the board of directors of the Company receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to the Company than those contained in this Agreement; and (iii) prior to entering into any standstill or confidentiality provision with respect such negotiations, the Company provides written notice to an Acquisition Proposal in any agreement to which such Stockholder is a partyBase Ten that includes the terms of the proposal, the identity of the person making the proposal, and the fact that clauses (i) and (ii) of this Section 5.20(b) have been satisfied.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptThe Managing Member, initiateitself and on behalf of the Company, respond to, encourage, entertain, solicit, negotiate, provide hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the voting and investment powers of which are exercised independently from you with respect to or discuss other offers for an Acquisition Proposal; the Investment. (b) furnish Notwithstanding Section 12.4 of the LLC Agreement, but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (including any indirect purchase or disclose disposition, for example, by means of swaps or other derivatives), shall not exceed three percent (3%) of the aggregate outstanding amount of such common shares; provided, further, that you agree (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Person in connection with, Member other than you or that could reasonably be expected to lead to, an Acquisition Proposalyour Affiliates; (ciii) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and 7GC promptly upon receipt (the amount and timing thereof, immediately after such purchase or disposition, and in any event within forty-eight on the date thereof; (48iv) hours after receiptnot to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any Acquisition Proposalexpenses incurred by the Company or the Managing Member on behalf of the Company, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; and (vii) to describe vote any common shares held by you and your Affiliates at all times in the terms same manner and conditions in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the purchase or disposition on a date or within a time period specified by the relevant party. (c) If GGP (i) enters into an agreement with respect to a restructuring or the financing thereof with any party other than the Consortium and (ii) such agreement has been approved by the board of GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, the court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), then you will automatically be released from your obligations under Section 12.4 of the LLC Agreement; provided that, in no event, subject to the next sentence, may you take any action otherwise restricted under Section 12.4 of the LLC Agreement if such action would result in the Consortium losing the benefit of its bid protection pursuant to that certain letter agreement between BAM, Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any such Acquisition Proposal action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or would not be a Prohibited Action. If the Managing Member fails to so notify you within such time frame, or notifies you that such proposed action(s) is not a Prohibited Action, then the Managing Member and the Company shall not have, and agree not to bring, any cause of action or claim against you for a breach of this paragraph 23(c) in connection with the taking of such action(s). (including d) Subject to the identity proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the Persons making such Acquisition ProposalLLC Agreement shall terminate on the date you cease to be a Member following either (i) the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or 10.8(d)(ii) of the LLC Agreement of one hundred percent (B100%) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access your Interest to any electronic data room. Each Stockholder shall other Member or third-party purchaser which, in each case, is not release any third party from, an Affiliate of yours or waive, amend (ii) the distribution to you of one hundred percent (100%) of your pro rata share (determined in accordance with your Consortium Percentage Interest) of the Investment and the other Assets of the Consortium pursuant to Section 10.8(a) or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party10.8(b) of the LLC Agreement.

Exclusivity. Unless From the date hereof until the earlier of the Closing or the termination of this Agreement shall have been terminated in accordance with Section 3.1Agreement, each Stockholder Holdings agrees not tothat neither it nor any Affiliate nor any of their respective officers, and shall cause its, his directors or her Affiliates or Representatives not to, representatives will (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information negotiate with any other Persons with respect to a sale, merger, consolidation, reorganization or discuss other offers for an business combination pursuant to which the stock, assets or business of Holdings would be combined with that of, or sold to, any acquirer or any other business or entity, including any direct or indirect acquisition or purchase of 10% or more of any class of equity securities or voting power or 10% or more of the consolidated gross assets of Holdings (a “Holdings Acquisition Proposal”); (b) furnish solicit or disclose any non-public information respond to any Person in connection withoffers, bids, negotiations or that could reasonably be expected inquiries with respect to lead to, an a Holdings Acquisition Proposal; (c) enter into furnish any Contract regarding an information with respect to the business, activities, operations, assets or liabilities of Holdings, or other similar matters, to any Persons whatsoever (other than as described in this Agreement) with respect to a Holdings Acquisition Proposal; or (d) prepare proceed or take any steps continue with negotiations in connection with respect of a public offering Holdings Acquisition Proposal which may be in progress as of any Equity Securities the date of any Group Company (or any successor this Agreement. Notwithstanding the foregoing, Holdings shall be permitted to or parent company of any Group Company); or (e) otherwise cooperate engage in any way negotiations with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide furnish any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons Person from which it has received an unsolicited bona fide written Holdings Acquisition Proposal if its Board of Directors in good faith concludes (other than 7GC and following receipt of a written opinion from its Representativesoutside legal counsel) that may the failure to take such action would be ongoing inconsistent with respect to an its fiduciary duties under applicable Law. “Superior Proposal” means a bona fide written Holdings Acquisition Proposal obtained not in breach of this Section 7.11 on terms that the Board of Directors of Holdings in good faith concludes (following receipt of the advice of its financial advisors and terminate any such Person’s and such Person’s Representative’s access outside legal counsel) are more favorable from a financial point of view to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythe stockholders of Holdings then the Merger.

Exclusivity. Unless this Agreement The Company and its Affiliates shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his or her Affiliates or the Company Subsidiaries and their respective Representatives not to, directly or indirectly, (a) accept(i) solicit, (ii) initiate, (iii) knowingly encourage or assist, or (iv) respond toto the submission of any proposal or offer from any third-party relating, encouragewith respect to the Company or any of the Company Subsidiaries, entertainto any (w) liquidation, solicitdissolution or recapitalization, negotiate(x) merger or consolidation, provide (y) acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or any of the Company Subsidiaries or (z) similar transaction or business combination (a “Competing Transaction”), nor (b) participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other third-party any information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withto, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage encourage, any effort or attempt by any Person to do pursue or seek effect a Competing Transaction nor (c) enter into any agreement with respect to a Competing Transaction, except, in the cases of clauses (a)(iv) (and clause (a)(iii) to the extent an action described in clause (a)(iv) would also constitute an action described in clause (a)(iii)) and (b), to the extent failure to do any so would be inconsistent with the fiduciary duties of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify board of directors of the Company and 7GC promptly upon receipt (and under applicable Law. Any information described in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalthe foregoing clause shall only be provided pursuant to a confidentiality agreement with confidentiality provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. The Company shall, and shall instruct all Representatives acting on its and its Affiliates’ behalf to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease any existing activities, discussions and cause to be terminated any discussions or negotiations with any Persons with respect to any of the foregoing. As soon as reasonably practicable after the date hereof, the Company shall instruct each Person (other than 7GC Parent and its Representativesthe Merger Subs and their representatives) in possession of confidential information about the Company that may be ongoing was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with respect any actual or potential proposal by such Person to an Acquisition Proposal and terminate acquire the Company (or any portion thereof) to promptly return or destroy all such Person’s and information, subject to the terms of such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyagreement.

Exclusivity. Unless Except as expressly permitted by the following provisions of this Agreement Section 5(g), the Company shall have been terminated in accordance with Section 3.1not, each Stockholder agrees and the Company shall not authorize or permit any officer, director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptsolicit, initiate, respond encourage, endorse, or enter into any agreement with respect to, encourageor take any other action to knowingly facilitate, entertain, solicit, negotiate, provide information with respect to any inquiries or discuss other offers for an Acquisition Proposal; (b) furnish or disclose the making of any non-public information to any Person in connection withproposal that constitutes, or that could may reasonably be expected to lead to, an any Acquisition Proposal; Proposal (cas defined below). Notwithstanding the foregoing, nothing contained in this Letter shall prevent the Board of Directors of the Company from (i) enter furnishing information to, entering into any Contract regarding an Acquisition Proposal; (d) prepare discussions or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way negotiations with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person consummating the sale of assets of WellCare-NY relating to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)its commercial HMO products, (Bii) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer furnishing information or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter entering into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with or consummating any Persons Acquisition Proposal with any person or entity if and only to the extent (A) the Board of Directors of the Company shall have determined in good faith that such action is required in the exercise of its fiduciary duties, based upon the advice of counsel, or (B) directed to so act by New York of Connecticut HMO regulatory authorities, (iii) complying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, or (iv) making any disclosures to the Company's shareholders if the Board of Directors of the Company shall have determined, after consultation with outside counsel, that failure to make such disclosures would be inconsistent with applicable law. As used in this Agreement, "Acquisition Proposal" shall mean any tender or exchange offer, or proposal, other than 7GC and a proposal by Purchaser or its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromAffiliates, or waive, amend or modify any standstill or confidentiality provision with respect offer to an Acquisition Proposal acquire in any agreement to which such Stockholder is a partymanner an equity interest in the Company or its subsidiaries or the assets of the Company or its subsidiaries.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptnone of Acucela or any of its Affiliates, initiateor Otsuka, respond toor any of its Affiliates, encourageshall undertake itself, entertainor grant a license to a Third Party or otherwise enable or assist any Third Party, solicitto develop, negotiatemake, provide information use, offer for sale, sell, import or export any Acucela Core Compound or any pharmaceutical product containing any Acucela Core Compound in the Field, or outside of the Field for indications that may result in off-label use of such Acucela Core Compound or pharmaceutical product, in any country of the Territory, except as otherwise expressly permitted under this Agreement. The forgoing notwithstanding, in the case of a Change of Control with respect to either Party beginning on the date that is * after the effective date of the Change of Control, the restrictions set forth in this Section 2.1.2(a) shall not apply to any product owned or discuss other offers controlled by such Acquirer or its Affiliates prior to the effective date of the Change of Control (a “Preexisting Product”), provided that, after the effective date of the Change of Control, (i) such Acquirer and its Affiliates shall not use the Confidential Information of either Party pertaining to Potential Collaboration Compounds or Potential Collaboration Products or their Manufacture or use in making, using, offering for sale, selling, importing or exporting such Preexisting Product and (ii) no person who had been an Acquisition Proposal; officer, director, employee, consultant, agent or representative of Acucela within * prior to the effective date of the Change of Control shall be permitted to assist the Acquirer in making, using, offering for sale, selling, importing or exporting the Preexisting Product. (b) furnish From the Effective Date until *, except pursuant to the Collaboration between the Parties under this Agreement, neither Party nor any of its Affiliates shall, alone or disclose in collaboration with a Third Party, conduct any non-public information to clinical development of any Person VCM Product in connection withthe Field in any country of the Territory, or that could reasonably be expected grant a license to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor Third Party to or parent company of any Group Company); or (e) otherwise cooperate in any way withconduct, or otherwise assist or participate inauthorize a Third Party in conducting, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions clinical development of any such Acquisition Proposal VCM Product in reasonable detail (including the identity Field in any country of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyTerritory.

Exclusivity. Unless Until the first to occur of the Closing or the earlier termination of this Agreement shall have been terminated in accordance with Section 3.1pursuant to Article X, each Stockholder agrees the Company will not, and will cause its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to, and shall cause its, his directly or her Affiliates or Representatives not to, indirectly: (a) acceptsolicit, initiate, respond to, encourage, entertainknowingly facilitate any inquiry or the making of any proposal or offer, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) enter into, continue or otherwise participate in any discussions or negotiations, (c) furnish or disclose to any person any non-public information or grant any person access to any Person in connection withits properties, assets, books, contracts, personnel or that could reasonably be expected to lead torecords, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare approve or take recommend, or propose to approve or recommend, or execute or enter into, any steps letter of intent, agreement in connection with a public offering of any Equity Securities of any Group Company (principal, merger agreement, acquisition agreement, option agreement or any successor to or parent company of any Group Company); other contract, or (e) otherwise cooperate in propose, whether publicly or to any way withdirector or stockholder, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek agree to do any of the foregoing for the purpose of encouraging or seek facilitating any proposal, offer, discussions or negotiations; in each case relating to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify “Acquisition Proposal” means any offer or proposal regarding a business combination transaction involving the Company and 7GC promptly upon receipt (and in or any event within forty-eight (48) hours after receipt) of its Subsidiaries or any Acquisition Proposal, and other transaction to describe the terms and conditions of acquire all or any such Acquisition Proposal in reasonable detail (including the identity material part of the Persons making such Acquisition Proposalbusiness, properties or assets of the Company or any of its Subsidiaries or any amount of the capital stock of the Company or any of its Subsidiaries (whether or not outstanding), (B) keep the Company and 7GC fully informed on a current basis whether by merger, acquisition of any material modifications to such assets, purchase of equity, tender offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions withother similar transactions, provide any information to, or enter into negotiations other than with such PersonsIndustrea. Each Stockholder shall The Company will immediately cease and cause to be terminated any discussions such negotiations, discussion or negotiations with any Persons other communication, or contracts (to the extent unilaterally terminable by the Company without the counterparty’s consent and without penalty) (other than 7GC and its Representativeswith Industrea) that may be ongoing with respect to an Acquisition Proposal the foregoing and will immediately (but in any event within five (5) business days after the date of this Agreement) terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal of the type referenced in any agreement to which such Stockholder is a partyclause (c) above.

Exclusivity. Unless this Agreement Within the Exclusivity Period, (a) each Consortium Member shall have been terminated work exclusively with the other Consortium Members to implement the Transaction in accordance with Section 3.1, this Agreement and shall not discuss with any third party regarding any transaction relating to the Company or the Securities; (b) each Stockholder agrees not toConsortium Member shall not, and shall cause its/his/her Affiliates not to, his without the prior knowledge and written consent of the other Consortium Members, directly or indirectly, either alone or with any of its/his/her Affiliates: (i) make a Competing Proposal or join with, or invite, any other Person to be involved in the making of any Competing Proposal or provide any information to any other Person with a view to pursue or evaluate a Competing Proposal; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing 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 a limitation on voting rights of the 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 Documentation or to expressly support the Transaction; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from 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 Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other Person in doing any of the things mentioned in the foregoing provisions of this Section 9.1(b); and (c) each Consortium Member shall notify the other Consortium Members immediately if it/he/she or any of its/his/her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information receives any approach or communication with respect to or discuss any Competing Proposal and shall disclose to the other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including Consortium Members the identity of any other Persons involved and the Persons making such Acquisition Proposal), (B) keep nature and content of the Company and 7GC fully informed on a current basis of any material modifications to such offer approach or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partycommunication.

Exclusivity. Unless this Agreement (i) Neither of Sellers shall, nor shall have been terminated in accordance with Section 3.1any of their officers, each Stockholder agrees not todirectors, and shall cause itsemployees, his partners, stockholders, Affiliates, Subsidiaries, investment bankers, attorneys, accountants, consultants or her Affiliates other agents or Representatives not toadvisors (the “Representatives”), directly or indirectly, (aA) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect initiate or take any action to facilitate or discuss other offers for an encourage the submission of any Acquisition Proposal; , (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (cB) enter into or participate in any Contract regarding an Acquisition Proposal; (d) prepare discussions or take negotiations with, furnish any steps in connection with a public offering information relating to Sellers or Division or afford access to the business, properties, assets, books or records of any Equity Securities of any Group Company (Sellers or any successor to Division or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or knowingly assist, participate in, or facilitate or encourage any effort or attempt by any Person third party that is seeking to do make, or seek has made, an Acquisition Proposal, (C) grant any waiver or release under any standstill or similar agreement with respect to do any class of equity securities of Sellers or any Subsidiary of Parent or (D) enter into any agreement with respect to an Acquisition Proposal. (ii) Notwithstanding §5(g)(i) above and subject to §5(g)(iv) below, if Sellers and the Representatives have not breached or violated any provision of this §5(g), the board of directors of Parent, directly or indirectly through the Representatives, may engage in negotiations or discussions with any Third Party that, without prior solicitation by or negotiation with Parent, has made a Superior Proposal and furnish to such Third Party nonpublic information relating to Parent or any of its Subsidiaries pursuant to a confidentiality agreement (a copy of such confidentiality agreement being provided for informational purposes only to Buyer); provided that Buyer shall be furnished with such nonpublic information prior to or simultaneously with the furnishing thereof to such Third Party (to the extent such nonpublic information has not been previously furnished by Sellers to Buyer). Following receipt of such Superior Proposal, Parent’s board of directors may fail to make, withdraw or modify in a manner adverse to Buyer its recommendation to its stockholders referred to in §5(i)(i) below, submit such Superior Proposal to a vote of its stockholders, and/or take any non-appealable, final action that any court of competent jurisdiction orders Parent to take, but in each case referred to in the foregoing subsections (A) through (D) of §5(g)(i) above only if a majority of the Non-Affiliated Directors determine in good faith, after considering written advice of the outside legal counsel and financial advisor to Parent’s board of directors that the board must take such action to comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent Parent’s board of directors from complying with Rule 14e-2(a) or Rule 14d-9 under the Securities Exchange Act with regard to an Acquisition Proposal or from making other disclosures to Parent’s stockholders if required under applicable law; provided, however, that any such actions shall comply with the other requirements of this §5(g). (iii) Parent’s board of directors shall not take any of the foregoing or seek actions referred to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to in subsections (A) through (D) of §5(g)(i) above unless Parent shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action, and Parent shall continue to keep Buyer informed, on a current basis, with respect to such Superior Proposal after taking such action. In addition, Parent shall notify the Company and 7GC Buyer promptly upon (but in no event later than 24 hours) after receipt by Parent (and in or any event within forty-eight (48) hours after receiptof its Representatives) of any Acquisition Proposal, any indication that a third party is considering making an Acquisition Proposal or of any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any third party that may be considering making, or has made, an Acquisition Proposal. Parent shall provide such notice orally and to describe within one (1) business day in writing and shall identify the third party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. Parent shall provide within one (1) business day of receipt a copy of any documentation of the terms of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)inquiry, (B) proposal or offer, and thereafter shall keep the Company and 7GC fully informed Buyer informed, on a current basis basis, of the status and terms of any material modifications such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to such offer or information and (C) not (above). Parent shall, and shall cause its Affiliates and the Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any Persons (other than 7GC and its Representatives) that may be ongoing third party conducted prior to the date hereof with respect to an any Acquisition Proposal and terminate shall use all reasonable efforts to cause any such Person’s third party (or its agents or advisors) in possession of confidential information about Parent or its Subsidiaries to return or destroy all such information. (iv) In the event Parent receives a Superior Proposal, Parent and such Person’s Representative’s access to any electronic data room. Each Stockholder its board of directors shall not release take any third party from, or waive, amend or modify any standstill or confidentiality provision actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to an Acquisition the terms of the transactions contemplated by this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of the Superior Proposal (including any documents related thereto) as set forth in §5(g)(iii) above. In the event Parent subsequently receives any agreement amendments or changes to which such Stockholder is Superior Proposal, Parent and its board of directors shall not take any actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the terms of the transactions contemplated by this Agreement for a partyperiod of 10 business days from the date Buyer receives written notice of all material terms and conditions of such original Superior Proposal, as amended or changed (including any documents related thereto) as set forth in §5(g)(iii) above and such written notice shall specify if Parent and its board of directors intend to take any actions referred to under §5(g)(ii) above.

Exclusivity. Unless (a) From the date hereof until the Closing or the early termination of this Agreement Agreement, the Warrantors shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his or her their respective Affiliates or and its and their respective Representatives not to, directly or indirectly, (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal or the making of any proposal or offer that could reasonably be expected to or discuss other offers for an lead to any Acquisition Proposal; (bii) enter into, continue or participate in any negotiations with any Person regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) enter into or disclose engage in discussions with or assist, participate in, facilitate or encourage any effort by, any Person with respect to any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; or (vi) otherwise knowingly facilitate any effort or attempt by any Person to arrange or consummate an Acquisition Proposal, and shall immediately (w) cease, and cause to be terminated, all existing activities, negotiations and discussions with any Person conducted heretofore with respect to any Acquisition Proposal, (x) revoke or withdraw access of any Person other than Purchaser, its Affiliates and their respective Representatives to any data room (virtual or actual) containing any non-public information with respect to any Group Company or its Affiliates previously furnished and request from such Persons the prompt return or destruction of all such non-public information, (y) immediately notify Purchaser in writing upon receipt of any proposal, approach, offer, request or indication of interest from any third party relating to an Acquisition Proposal, and will provide Purchaser with information regarding the material terms of such Acquisition Proposal which would reasonably be considered to be relevant for Purchaser to be aware of in the context of the transactions contemplated hereby, and (z) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (b) As used in this Agreement, “Acquisition Proposal” means any transaction, proposal, offer, inquiry, indication of interest or other understanding from any Person in connection withrelating to, or that could reasonably be expected to lead to, an Acquisition Proposal; any of the following actions: (cA) enter into (x) any Contract regarding an Acquisition Proposal; (d) prepare acquisition, lease, license, purchase, assignment or take any steps other transfer, directly or indirectly, in connection with a public offering single transaction or a series of related transactions, of all or substantially all of the assets of any Group Company (other than in the ordinary course of business consistent with past practice), (y) any debt, equity, equity-linked or other securities of any Group Company, including (i) any acquisition or purchase of any Person directly or indirectly holding Equity Securities of any Group Company which has the effect of transferring any control or economic benefit of any such assets or securities to any other Person; and (ii) any acquisition or any successor to purchase whether by subscription for new securities or parent company of existing securities of any Group Company); or (eB) otherwise cooperate in a non-ordinary course corporate transaction involving any way withGroup Company, including, without limitation, a merger, consolidation, share exchange, tender or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail exchange offer (including the identity of the Persons making such Acquisition Proposala self-tender offer), (B) keep the Company and 7GC fully informed on a current basis business combination, sale of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons assets (other than 7GC and its Representatives) that may be ongoing in the ordinary course of business consistent with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party frompast practice), reorganization, amalgamation, scheme of arrangement, spin-off, investment transaction, recapitalization, liquidation, dissolution or waiveother similar transaction, amend or modify any standstill or confidentiality provision in each case other than with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyPurchaser.

Exclusivity. Unless (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by Acquirer in connection with the preparation and execution of this Agreement shall have been terminated and its due diligence investigations, each Contributor hereby agrees that for the period commencing on the date of this Agreement and terminating upon the earlier of the Closing or the termination of this Agreement in accordance with Section 3.1its terms, each Stockholder agrees not tono Contributor shall, and shall cause its, his not authorize or her Affiliates permit any of its affiliates (including Holdings) or Representatives not any of its or their representatives to, directly or indirectly, (ai) acceptencourage, solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to facilitate or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract continue inquiries regarding an Acquisition Proposal; (dii) prepare enter into discussions or take negotiations with, or provide any steps in connection with information to, any person concerning a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company)possible Acquisition Proposal; or (eiii) otherwise cooperate in enter into any way with, agreements or assist other instruments (whether or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further not binding) regarding an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder Contributor shall immediately cease and cause to be terminated any terminated, and shall cause its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) In addition to the other than 7GC obligations under this Section 6.3, each Contributor shall promptly (and in any event within three days after receipt thereof by such Contributor or its Representativesrepresentatives) that may be ongoing advise Acquirer orally and in writing of any Acquisition Proposal, any request for information with respect to an any Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromProposal, or waive, amend or modify any standstill or confidentiality provision inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making the same. (c) Each Contributor agrees that the rights and remedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 9.2), it being acknowledged and agreed that any agreement such breach or threatened breach may cause irreparable injury to which such Stockholder is a partyAcquirer and that money damages would not provide an adequate remedy to Acquirer.

Exclusivity. Unless this Agreement shall have been terminated in accordance With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with Section 3.1the Potential Transaction, each Stockholder agrees not QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptsolicit, initiate, respond or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, encourageQLogic or any of its subsidiaries, entertainor any acquisition or other transfer of any material portion of the business, solicitassets or equity interests of QLogic and its subsidiaries, negotiate, provide information with respect to or discuss other offers for taken as a whole (an “Acquisition Proposal; ”), (bii) participate in any negotiations regarding, or furnish any person any information or disclose access to the books and records of QLogic or any non-public information to any Person of its subsidiaries in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; , or (ciii) enter into release any Contract regarding an Acquisition Proposal; (d) prepare third party from, or take waive any steps provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalQLogic will, and will use its reasonable best efforts to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions all contacts or negotiations with parties other than Cavium and its Representatives related to any Persons Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than 7GC to acknowledge receipt and its indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives) that may be ongoing ” shall mean, with respect to an Acquisition Proposal any entity, any affiliates of such entity, including, without limitation, the direct and terminate any indirect subsidiaries of such Personentity, and such entity’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromits affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyagents.

Exclusivity. Unless this Agreement (a) During the Pre-Closing Period, the Company shall have been terminated in accordance with Section 3.1not, and the Company shall require each Stockholder agrees of its officers, directors, employees, representatives and agents not to, and shall cause its, his directly or her Affiliates or Representatives not toindirectly, (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiateencourage or otherwise facilitate any inquiry, provide proposal, offer or discussion with any party (other than the Buyer) concerning any Acquisition Proposal, (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Buyer) or (iii) engage in negotiations or enter into any agreement with any party (other than the Buyer) concerning any such transaction. (b) Notwithstanding the foregoing, prior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent, the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal from an unaffiliated third party made or received after the date of this Agreement that the Company's Board of Directors determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company of this Section 4.9, and subject to compliance with Section 4.9(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of the other party than the NDA and (y) participate in discussions or discuss other offers for an negotiations (including solicitation of a revised Acquisition Proposal; ) with such person and its Advisors regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 4.9 by any Advisor of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Section 4.9 by the Company. (bc) furnish The Company shall promptly, and in any event within one business day, notify any party with which discussions or disclose negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any non-public Acquisition Proposal or any request for information to any Person in connection withwith any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions Company shall, within two business days after such receipt, notify the Buyer of any such Acquisition Proposal in reasonable detail (Proposal, request or inquiry, including the identity of the Persons making other party and the terms of such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer request or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyinquiry.

Exclusivity. Unless From and after the date hereof until the earlier of the Closing or the termination of this Agreement shall have been terminated in accordance with Section 3.1its terms, each Stockholder agrees not toexcept as set forth on Schedule 6.08, the Seller Parties shall not, and Seller shall cause its, his or her Affiliates or each of its Subsidiaries and its and their respective Representatives not to, directly or indirectly, (a) acceptsolicit, initiate, respond facilitate, support, seek, induce, entertain or knowingly encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage any inquiries, announcements or communications relating to, encourageor the making of any submission, entertain, solicit, negotiate, provide information with respect to proposal or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, offer that constitutes or that could would reasonably be expected to lead to, an Acquisition Proposal; , (b) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than the Buyer or any of its Subsidiaries or their respective Representatives (it being understood that informing a Person of the existence of this Agreement after any such Person contacts a Seller Party or any of its Subsidiaries regarding an Acquisition Proposal and the restrictions set forth in this Section 6.08 shall not be a breach of this Section 6.08), (c) furnish to any Person other than the Buyer, any of its Subsidiaries or any of their respective Representatives any information that the Seller Parties reasonably expect would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, 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 (d) accept any Acquisition Proposal or enter into any Contract regarding an Acquisition Proposal; agreement, arrangement or understanding (dwhether written or oral) prepare or take any steps in connection with a public offering providing for the consummation of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt transaction contemplated by any Person Acquisition Proposal or otherwise relating to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify From and after the Company and 7GC promptly upon receipt (and date hereof until the Closing Date or the valid termination of this Agreement in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalaccordance with Article VIII, the Seller Parties shall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and Seller shall cause each of its Affiliates Subsidiaries and its and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall provide the Buyer with: (i) a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that would reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by any Seller Party or any of their respective Representatives from any Person (other than 7GC and the Buyer or any of its Subsidiaries or its Representatives) that may be ongoing with respect to an Acquisition Proposal after the date hereof, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”) and terminate the material terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any such Personof the Other Interested Party’s and such Person’s Representative’s access Representatives to any electronic data room. Each Stockholder shall not release Seller Party, any third party fromof Seller Party’s Subsidiaries or any of their respective Representatives or transmitted on behalf of any Seller Party, any of Seller Party’s Subsidiaries or waive, amend any of their respective Representatives to the Other Interested Party or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyof the Other Interested Party’s Representatives.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, Within the Exclusivity Period, (a) accepteach Consortium Member shall work exclusively with the other Consortium Members to implement the Transaction, initiateincluding to (i) evaluate the Company; and (ii) conduct negotiations, respond toprepare and finalize the Documentation; (b) each Consortium Member shall not, encouragewithout the foreknowledge and written consent of the other Consortium Members, entertaindirectly or indirectly, soliciteither alone or with any of its Connected Persons: (i) make a Competing Proposal or join with, negotiateor invite, any other person to be involved in the making of any Competing Proposal or provide any information to any other person with respect a view any other person pursuing or considering to or discuss other offers for an Acquisition pursue a Competing Proposal; (bii) furnish finance or disclose offer to finance any non-public information to Competing Proposal, including by offering any Person equity or debt finance in connection with, or that could reasonably be expected to lead to, an Acquisition support of any Competing Proposal; (ciii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise dispose of, or enter into any agreement, arrangement or understanding to sell, any Securities except as contemplated under this Agreement and the Documentation; (iv) enter into any Contract regarding an Acquisition Proposalagreement, arrangement or understanding with respect to a limitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (dv) prepare 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; (vi) take any steps in connection action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its 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 a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company)the Transaction as contemplated under this Agreement; or (eviii) otherwise cooperate aid, abet, counsel or induce any other person in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do doing any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to things mentioned in clause 6.1(b); and (Ac) each Consortium Member shall notify the Company other Consortium Members immediately if it or any of its Connected Persons or Representatives receives any approach or communication with respect to any Competing Proposal and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and shall disclose to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including other Consortium Members the identity of any other persons involved and the Persons making such Acquisition Proposal), (B) keep nature and content of the Company and 7GC fully informed on a current basis of any material modifications to such offer approach or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partycommunication.

Exclusivity. Unless Neither the Company nor any Beneficial Holder nor anyone acting on their behalf is currently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall have been terminated in accordance with Section 3.1the Company, each Stockholder agrees not toany Beneficial Holder or anyone acting on their behalf, and shall cause its, his directly or her Affiliates or Representatives not toindirectly, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateinitiate or participate in discussions or negotiations with, or provide any information with respect to or discuss cooperate in any manner with any Person, other offers for than Buyer or its Affiliates (each an Acquisition Proposal; “Excluded Person,” and collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, any of the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any capital stock or other securities of the Company or any of its Subsidiaries, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) furnish otherwise solicit, initiate or disclose encourage the submission (or attempt to submit) of any non-public information to inquiry or proposal contemplating the sale of all or any Person part of the Business, the sale of the Company or its Subsidiaries’ assets (other than in connection withthe ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company or any of its Affiliates or Subsidiaries, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or that could reasonably be expected issuance of debt securities or making of a loan or any joint venture or partnership or (iii) consummate any such transaction or accept any offer or agree to lead to, an Acquisition Proposal; engage in any such transaction. The Company or the Beneficial Holders shall promptly (cwithin 24 hours) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering communicate to Buyer the terms of any Equity Securities proposal, contract or sale which it may receive in respect of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek and respond to circumvent this Section 1.10 or further an Acquisition Proposalany such communication in a manner reasonably acceptable to Buyer. Each Stockholder agrees to (A) notify The notice of the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including each Beneficial Holder under this Section 5.4 shall include the identity of the Persons person making such Acquisition Proposal)proposal or offer, copies (Bif written) keep or a written description of the Company terms (if oral) thereof and 7GC fully informed on a current basis of any material modifications to other such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythereto as Buyer may reasonably request.

Exclusivity. Unless The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement shall have been terminated in accordance with Section 3.1its terms, each Stockholder agrees it shall not, and it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, and shall cause its, his directly or her Affiliates or Representatives not to, indirectly: (a) acceptsolicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish or disclose any non-public information to any Person in connection withany information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any Contract regarding an agreement with respect to any Acquisition Proposal; (d) prepare or take provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any steps Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in connection which case, Parent will be entitled to receive any information provided to such party simultaneously with a public offering of delivery to any Equity Securities of any Group such party. The Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate and its Subsidiaries shall promptly, but in any way withcase within 48 hours after receiving any Acquisition Proposal from a third party, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (advise Parent orally and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalwriting thereof, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of such party and the Persons making material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal)” means any inquiry, (B) keep offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and 7GC fully informed on its Subsidiaries, taken as a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information towhole, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated the majority of the capital stock of the Company or any discussions or negotiations with any Persons (of its Subsidiaries, other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythe Transactions.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to(a) Seller shall, and shall cause itsits Subsidiaries, his or her Affiliates or affiliates and Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to initiate or discuss other offers for an Acquisition Proposal; knowingly facilitate or encourage (b) furnish or disclose any including by furnishing non-public information concerning the Business or the Purchased Assets) any inquiry, proposal or offer (a “Competing Proposal”) with respect to, or that would reasonably be expected to lead to, a Competing Transaction, or enter into discussions or negotiate with any Person in connection withfurtherance of such an inquiry, proposal or offer or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction. (b) If Seller, or any of its Subsidiaries, affiliates or Representatives, receives a Competing Proposal, Seller shall, promptly (and in any event within one (1) business day) notify Purchaser of any receipt by any director or officer of Seller or by any of Seller’s other affiliates, or its or their respective Representatives, of any Competing Proposal or any proposals or inquiries that could reasonably be expected to lead toto a Competing Proposal, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor inquiry or request for nonpublic information relating to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt the Business by any Person who has made or could reasonably be expected to do or seek to do make any Competing Proposal. Such notice shall indicate the identity of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify Person making the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Competing Proposal, inquiry or request, and to describe the material terms and conditions of any such Acquisition Proposal in reasonable detail (including proposal or offer or the identity nature of the Persons making information requested pursuant to such Acquisition Proposal)inquiry or request, (B) including unredacted copies of all written requests, proposals or offers, including proposed agreements received by Seller or, if such Competing Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep the Company and 7GC fully Purchaser reasonably informed on a current prompt and timely basis of any material modifications amendments or proposed amendments to such offer material terms of any such Competing Proposal or information and (C) not (potential Competing Proposal and shall cause its Affiliates promptly provide Purchaser with such information as Purchaser may reasonably request regarding the status and Representatives not to) conduct material terms of any further discussions with, provide such Competing Proposal or potential Competing Proposal (including as to the nature of any information torequested of Seller with respect thereto). (c) Sellers shall not amend, terminate, waive or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause fail to be terminated enforce any discussions or negotiations with provisions of any Persons (other than 7GC and its Representatives) that may be ongoing confidentiality agreement with respect to an Acquisition Proposal any potential Competing Transaction, and terminate promptly request, in accordance with the terms of any such Person’s and such Person’s Representative’s access to confidentiality agreement, the return or destruction of any electronic data room. Each Stockholder confidential information previously furnished pursuant thereto. (d) Any breach of any of the covenants in this Section 5.15 by any affiliates or Representatives of Seller shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is be deemed a partybreach by Seller.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptIn consideration of the expenditure of time, effort and expense to be undertaken by Purchaser in connection with the preparation of this Agreement and the other Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Company agrees that, prior to the Termination Date, neither it, any of the Subsidiaries, any of their respective Affiliates, nor any of the respective directors, officers, employees, agents or representatives of any of the foregoing will, directly or indirectly: (i) continue, solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information facilitate or encourage any inquiries or the making of any proposal with respect to (A) the sale or discuss issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or other offers for an Acquisition Proposal; (b) furnish Equity Securities of the Company or disclose any non-public information Subsidiary to any Person in connection withother than Purchaser or (B) any merger, consolidation, sale of all or substantially all of the assets of the Company and the Subsidiaries taken as a whole, or that could other business combination involving the Company or any Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or otherwise engage in discussions with any Person other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to, an Acquisition Proposalto a proposal for a Competing Transaction; (ciii) enter into any Contract regarding an Acquisition Proposal; (d) prepare agreement, arrangement or take understanding either with respect to a Competing Transaction or with respect to any steps in connection with matter which may reasonably be expected to lead to a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company)proposal for a Competing Transaction; or (eiv) otherwise cooperate in provide any way withinformation to any Person which may reasonably be expected to solicit, or assist or participate ininitiate, or facilitate or encourage any effort or attempt by any Person of the matters referred to do or seek in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to do Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the foregoing conduct or seek to circumvent activities otherwise prohibited by this Section 1.10 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or further (y) in response to an Acquisition Proposal. Each Stockholder agrees unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other than Purchaser, a Disclosed Competing Party or an Undisclosed Competing Party (any such Person, a "New Competing Party"), (aa) furnishing such New Competing Party information pursuant to (A) notify an appropriate confidentiality agreement concerning the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)Subsidiaries, (Bbb) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer engaging in discussions or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder New Competing Party concerning a Competing Transaction and (cc) entering into any agreement, arrangement or understanding with such New Competing Party with respect to a Competing Transaction with such New Competing Party. (b) The Company agrees that, as of the date hereof, it, the Subsidiaries, their respective Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons party (other than 7GC and its Representativesany Disclosed Competing Party) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access Competing Transaction. The Company agrees to promptly advise Purchaser in writing of the existence of (i) any electronic data room. Each Stockholder shall not release inquiries or proposals (or desire to make a proposal) received by (or indicated to), any third party information requested from, or waiveany negotiations or discussions sought to be initiated or continued with, amend the Company, the Subsidiaries, their respective Affiliates, or modify any standstill of the respective directors, officers, employees, agents or confidentiality provision representatives of the foregoing, in each case from any party (including, without limitation, any Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to an Acquisition Proposal a Competing Transaction, and (ii) the terms thereof, including the identity of such party (and any other real party in interest, including the direct and indirect owners of such party). (c) The Company agrees, without limitation of its obligations, that any agreement violation of this Section 6.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Company, the Subsidiaries and their respective Affiliates, whether or not such Person is purporting to which act on behalf of the Company, shall be deemed to be a breach of this Section 6.1 by the Company. (d) Nothing in this Agreement shall prevent the Company and the board of directors of the Company from complying with Rule 14e-2 under the Exchange Act, or issuing a communication meeting the requirements of Rule 14d-9(e) under the Exchange Act, with respect to any tender offer or otherwise prohibit the Company from making any public disclosures required by law or the requirements of the New York Stock Exchange (provided, whenever practicable, the Company first consults with Purchaser concerning the timing and content of such Stockholder is disclosure), provided, however, that the Company may not, except as permitted by Section 6.4(e), withdraw or modify its position with respect to the Proxy Proposals or approve or recommend a partyCompeting Transaction.

Exclusivity. Unless (a) In recognition of the time that will be expended and the expense that will be incurred by Buyer in connection with the transactions contemplated hereby, until such time, if any, as this Agreement shall have been is terminated in accordance with Section 3.1pursuant to Article 10, each Stockholder agrees Seller will not and will not cause its officers, directors, employees, attorneys, financial advisors, agents or other representatives to, and shall cause its, his directly or her Affiliates or Representatives not toindirectly, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateengage in negotiations or discussions about, or provide information with respect to to, any inquiry or discuss other offers for proposal (an “Acquisition Proposal; ”) relating to (i) the possible direct or indirect acquisition of all or any portion of the Business, whether through the acquisition of the stock, other ownership interests in Seller, or all or substantially all of the assets of Seller or any business or division of Seller, or (ii) any business combination with or involving Seller or (b) furnish discuss or disclose any non-the existence or terms of this Agreement (except as may be required by Law, or is necessary in connection with the transactions contemplated hereby, and except to the extent that such information becomes public information other than as result of a violation hereof) with or to any Person other than Buyer without the prior written consent of Buyer. Nothing contained in connection withthis Agreement shall prohibit Seller or its Board of Directors from disclosing to its stockholders any information which, after consultation with its outside legal and financial advisors, is required to be disclosed in order for the Board of Directors to comply with its fiduciary obligations in seeking approval of the stockholders of this Agreement, or is otherwise required, under applicable Law. (b) Notwithstanding anything to the contrary contained in this Section 11.14, if, at any time prior to the shareholder approval contemplated by Section 9.4 of this Agreement, Seller receives an unsolicited Acquisition Proposal that could reasonably the Board of Directors of Seller determines in good faith, after receiving the advice of its financial advisers and legal counsel, constitutes a Superior Proposal, then Seller shall be expected permitted to lead to(i) engage in negotiations regarding such Acquisition Proposal with the Person that has submitted it (the “Bidder”), (ii) furnish to the Bidder confidential information relating to Seller and the Business, subject to the execution and delivery of an Acquisition Proposal; appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (ciii) enter into any Contract regarding an Acquisition Proposal; (d) prepare if required by fiduciary duties, make a change in or take any steps in connection with a public offering withdraw the recommendation of any Equity Securities the Board of any Group Company Directors to the shareholders of Seller (or any successor decline to or parent company make such a recommendation, if not previously made) with respect to the approval of any Group Companythe transaction contemplated by this Agreement (a “Change in Recommendation”); or provided, however, that within five (e5) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any business days after receipt of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any such Acquisition Proposal, Seller shall provide to Buyer a summary of the material terms and conditions of such Acquisition Proposal, including the identity of the Bidder, and the same confidential information disclosed to describe the Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any decision by Seller’s Board of Directors to make any Change in Recommendation, and Seller shall not submit such Change in Recommendation to its shareholders for at least ten (10) business days after the date of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or to make an alternative proposal) that it believes would cause the Bidder’s Acquisition Proposal not to constitute a Superior Proposal and, if Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in good faith. Seller shall be permitted to disclose to the Bidder a summary of the material terms and conditions of any such Acquisition Proposal in reasonable detail (including revised or alternative proposal submitted by Buyer pursuant to this Section 11.14(b), subject to the identity terms of the Persons making such Acquisition Proposalnondisclosure agreement contemplated by clause (ii) of the first sentence of this Section 11.14(b), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless this Agreement (a) During the Pre-Closing Period, the Osmotica Shareholders, Osmotica and New HoldCo shall have been terminated in accordance with Section 3.1not, each Stockholder agrees and shall cause their respective subsidiaries not to, and shall cause its, his or her Affiliates or not permit any of their respective Representatives not to, directly or indirectly, (ai) accept, initiate, respond to, encourage, entertain, solicitdiscuss, negotiate, provide information with 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 Osmotica Companies or New HoldCo or any capital stock of any of the Osmotica Companies or New HoldCo other than the Transactions (an “Osmotica Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect to or discuss other offers for of an Osmotica Acquisition Proposal; Transaction, (biii) furnish or disclose any non-public information cause to be furnished, to any Person person or entity, any information concerning the business, operations, properties or assets of any of the Osmotica Companies or New HoldCo in connection withwith an Osmotica Acquisition Transaction, or that could reasonably be expected to lead to, an Acquisition Proposal; (civ) enter into any Contract regarding an agreement, letter of intent, term sheet or other documentation with respect to any Osmotica Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); Transaction, or (ev) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage knowingly encourage, any effort or attempt by any Person other person or entity to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposalforegoing. Each Stockholder agrees to (A) notify the Company The Osmotica Shareholders, Osmotica and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalNew HoldCo shall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates their respective subsidiaries and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons person (other than 7GC the Osmotica Shareholders and its RepresentativesOsmotica) that may be ongoing conducted heretofore with respect to any of the foregoing. Osmotica shall inform Vertical/Trigen of the identity of any person making any inquiry, proposal, or offer with respect to an Osmotica Acquisition Proposal and terminate Transaction within one Business Day of receiving or becoming aware of any such Person’s inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such Person’s Representative’s access inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer). (b) During the Pre-Closing Period, the Vertical/Trigen Shareholders and Vertical/Trigen shall not, and shall cause their respective subsidiaries not to, and shall not permit any of their respective Representatives to, directly or indirectly, (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 Vertical/Trigen Companies or any capital stock of any of the Vertical/Trigen Companies other than the Transactions (a “Vertical/Trigen Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Vertical/Trigen Acquisition Transaction, (iii) furnish or cause to be furnished, to any electronic data room. Each Stockholder shall not release person or entity, any third party frominformation concerning the business, operations, properties or waiveassets of any of the Vertical/Trigen Companies in connection with a Vertical/Trigen Acquisition Transaction, amend (iv) enter into any agreement, letter of intent, term sheet or modify any standstill or confidentiality provision other documentation with respect to an any Vertical/Trigen Acquisition Proposal Transaction, or (v) otherwise cooperate in any agreement way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to which do or seek any of the foregoing. The Vertical/Trigen Shareholders and Vertical/Trigen 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 Vertical/Trigen Shareholders and Vertical/Trigen) conducted heretofore with respect to any of the foregoing. Vertical/Trigen shall inform Osmotica of the identity of any person making any inquiry, proposal, or offer with respect to a Vertical/Trigen Acquisition Transaction within one Business Day of receiving or becoming aware of any such Stockholder is inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a partycopy of any written materials received from such person making such inquiry, proposal, or offer).

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1Seller Parties (whether directly or indirectly through their officers, each Stockholder agrees directors, agents or other representatives) will not to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateinitiate discussions, provide information with respect engage in or encourage discussions or negotiations with, or accept or consider any proposal or enter into any agreement, including any non-disclosure agreement, with, any party relating to or discuss in connection with (i) the possible acquisition of the Acquired Entities or any of their Subsidiaries (by way of merger, share purchase, asset purchase, license, lease or otherwise), (ii) the possible acquisition of any material portion of the shares of the Acquired Entities or any of their Subsidiaries (including the issuance of new shares) or assets of the Acquired Entities or any of their Subsidiaries, or (iii) any other offers for an Acquisition Proposal; transaction outside of the Ordinary Course of Business that could materially impair the value of the assets of any of the Acquired Entities or their Subsidiaries post-closing (collectively, a “Restricted Transaction”), or (b) furnish or disclose any non-public information relating to either of the Acquired Entities or any of their Subsidiaries or afford access to the properties, books or records of either of the Acquired Entities or any of their Subsidiaries, to any Person in connection with, person (other than Buyer or that could reasonably be expected to lead to, an Acquisition Proposal; (cits representatives) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering proposed Restricted Transaction. Upon receipt of any Equity Securities of any Group Company (offer or proposal with respect to a Restricted Transaction or any successor request for nonpublic information or inquiry that Seller Parties reasonably believe could lead to or parent company of any Group Company); or (e) otherwise cooperate in any way witha proposal for a Restricted Transaction, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC Sellers will promptly upon receipt (and in any event within forty-eight one (481) hours after receiptBusiness Day) provide Buyer with a copy of any Acquisition Proposalwritten Restricted Transaction proposal, request or inquiry received and a written statement with respect to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including non-written Restricted Transaction proposal request or inquiry received, which statement will include the identity of the Persons parties making such Acquisition Proposal)the proposal and the terms thereof, and will promptly (Band in any event within one (1) keep the Company and 7GC fully informed on a current basis Business Day) advise Buyer of any material modifications modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the status and details of such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyRestricted Transaction proposal.

Exclusivity. Unless Until the earlier of (i) the Closing or (ii) the date of termination of this Agreement pursuant to the provisions of Section 10.3(a), Arena shall have been terminated in accordance not (nor shall Arena permit, as applicable, any of its officers, managers, employees, members, agents, representatives or Affiliates, acting on its behalf, to), directly or indirectly, take any of the following actions with Section 3.1, each Stockholder agrees not to, any party other than UT and shall cause its, his or her Affiliates or Representatives not to, its representatives and designees: (a) acceptsolicit or knowingly encourage, seek, entertain, support, assist, initiate, respond tocontinue or participate in any inquiry, encouragenegotiations or discussions, entertainor enter into any agreement, solicit, negotiate, provide information with respect to any offer or discuss proposal to acquire or license all or any of the Product Assets other offers for an Acquisition Proposal; than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement, whether by purchase of subsidiary, purchase of assets, license or otherwise, or effect any such transaction, (b) furnish or disclose any non-public information not customarily disclosed to any person concerning the Product Assets, or afford to any Person in connection withaccess to its properties, technologies, books or records related to the Product Assets, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase or license all or any of the Product Assets, or that could reasonably be expected to lead to, an Acquisition Proposal; (cd) enter into any Contract regarding an Acquisition Proposal; (d) prepare agreement with any person providing for the acquisition or take any steps in connection with a public offering license of any Equity Securities of any Group Company (all or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Product Assets, whether by merger, purchase of assets, license or otherwise other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement; provided, however, that the foregoing restrictions shall not prohibit such actions with respect to an offer, proposal or seek agreement (or disclosure, negotiations or discussions related thereto) to circumvent this Section 1.10 acquire securities representing a majority or further an Acquisition Proposal. Each Stockholder agrees to more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (A50%) notify or more of the Company assets or properties of Arena and 7GC promptly upon receipt its subsidiaries (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposaltaken as a whole), and to describe the terms and conditions of so long as any such Acquisition Proposal in reasonable detail (including actions or any such transaction would not affect the identity of the Persons making such Acquisition Proposal)transactions, (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer rights or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Personsobligations contemplated by this Agreement. Each Stockholder Arena shall immediately cease and cause to be terminated any such negotiations, discussions or negotiations with any Persons agreements (other than 7GC with UT and its Representativesrepresentatives) that are restricted in the immediately foregoing sentence after giving effect to the proviso. If Arena or any of its Affiliates shall receive, prior to the Closing or the termination of this Agreement in accordance with Section 10.3(a) hereof, any offer, proposal, or request of the type referenced in clause (a), (c) or (d) above, or any request for disclosure or access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify UT thereof, including, subject to applicable confidentiality obligations, a summary of specific terms of such offer or proposal, as the case may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s be, and such Person’s Representative’s access other information related thereto as UT may reasonably request. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer or director of Arena (or by any agent or representative only at the direction of Arena) shall be deemed to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is be a partybreach of this Agreement by Arena.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptPrior to the Closing, initiatewithout Purchaser’s prior written consent, respond toneither the Company nor any Company Subsidiary shall, encouragedirectly or indirectly, entertaintake (and the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, negotiateinitiate or facilitate any Acquisition Proposal, provide information (ii) enter into any agreement with respect to any Acquisition Proposal or discuss enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other offers for an Acquisition Proposal; transaction contemplated by this Agreement or the Transaction Documents or (biii) participate in any way in discussions or negotiations with, or furnish or disclose any non-public information to to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or . Prior to the Closing, the Company shall use reasonable best efforts to take any steps in connection with a public offering all actions reasonably necessary to ensure that the directors, officers and employees of any Equity Securities of any Group the Company (or any successor Company Subsidiary and, to the extent within the Company’s control, other Affiliates or parent company representatives of the Company or any Group Company); Company Subsidiary, do not take or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the actions referenced in the immediately foregoing or seek sentence. Upon execution of this Agreement and prior to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Closing, unless Purchaser otherwise consents in writing, the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalshall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)if applicable, (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall cease immediately cease and cause to be terminated any and all existing discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing parties conducted heretofore with respect to an Acquisition Proposal and terminate promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including, but not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromAcquisition Proposal, potential Acquisition Proposal, or waiveinquiry, amend or modify of any standstill information requested from it or confidentiality provision of any negotiations or discussions being sought to be initiated with it, shall furnish to the Purchaser a copy of any such proposal or inquiry, if it is in writing, or a reasonably accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the Purchaser informed on a reasonably prompt basis with respect to an Acquisition Proposal in any agreement developments with respect to which such Stockholder is a partythe foregoing.

Exclusivity. Unless From the date of this Agreement shall have been terminated in accordance with Section 3.1until the Closing Date, each Stockholder agrees not toneither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptencourage, initiate, respond toreview, encourageaccept, entertainsupport, solicit, negotiate, provide information approve or participate in any negotiations or discussions with respect to any offer or discuss proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Assets or the Business, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other offers for alliance formation (each of the foregoing, an “Acquisition Proposal; ”), (bii) furnish or disclose any non-public information not customarily disclosed to any Person in connection concerning the Assets and which could reasonably be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that could constitutes or may reasonably be expected to lead to, an any Acquisition Proposal; , (civ) agree to, enter into a contract regarding, approve, recommend or endorse any Contract regarding an transaction involving any Acquisition Proposal; Proposal or (dv) prepare authorize or permit any of Seller’s Representatives to take any steps in connection such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with a public offering any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any this Agreement until the earlier of the foregoing Closing Date or seek to circumvent termination of this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) Agreement, Seller shall notify the Company and 7GC Buyer as promptly upon receipt as practicable (and in any event within forty-eight two (482) hours after receiptBusiness Days) of the receipt of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal or of any request for information in connection with a potential Acquisition Proposal, and . Seller shall instruct each of its Representatives to describe observe the terms and conditions of this Section 7.7. Without limiting the foregoing, it is understood that any such Acquisition Proposal in reasonable detail (including the identity violation of the Persons making restrictions set forth in this Section 7.7 by any Representative, whether or not such Acquisition Proposal)Person is purporting to act on behalf of Seller or otherwise, (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause be deemed to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.breach of this Section 7.7

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom and after May 20th, initiate2005, respond and until the earlier of the Closing or the termination of this Agreement, Vendor has not and shall not (nor has it permitted and shall it permit its Representatives to, encourage, entertain, ) directly or indirectly take any of the following actions with any Person other than Buyers and their designees: (i) solicit, negotiateinitiate or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any Person relating to any possible Acquisition Proposal (as hereinafter defined) with Vendor or any of its subsidiaries (whether such subsidiaries are in existence on the date hereof or are hereafter organized); (ii) provide information with respect to Vendor and/or the Acquired Companies, other than to Klepierre and Buyers, relating to, or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection otherwise cooperate with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any such Person with regard to, any possible Acquisition Proposal with Vendor or any subsidiary of Vendor (whether such subsidiaries are in existence on the date hereof or are hereafter organized); (iii) enter into a contract or agreement (whether oral or written) with any Person, other than Klepierre and Buyers, providing for an Acquisition Proposal with Vendor or any subsidiary (whether such subsidiaries are in existence on the date hereof or are hereafter organized); or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal with Vendor or any subsidiary (whether such subsidiary is in existence on the date hereof or are hereafter organized) other than by Klepierre and Buyers. (b) Vendor shall, and shall cause its Representatives to, avoid and cause to do be avoided any such contacts or seek negotiations with any Person relating to do any Acquisition Proposal. In addition to the foregoing, if Vendor or any of its Representatives receives, prior to the Closing or the termination of this Agreement, any offer or proposal (formal or informal) relating to any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) above, Vendor shall immediately notify Klepierre and Buyers thereof and provide Klepierre and Buyers with the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (details thereof including the identity of the Person or Persons making such Acquisition Proposal)offer or proposal, (B) and will keep the Company Klepierre and 7GC Buyers fully informed on a current basis of the status and details of any material modifications to such offer or information of proposal. Vendor, Klepierre and (C) not (Buyers all acknowledge that this Section 9.3 was a significant inducement for Klepierre, and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or Buyers to enter into negotiations with this Agreement and the absence of such Persons. Each Stockholder shall immediately cease and cause provision would have resulted in either (i) a material reduction in the purchase prices to be terminated any discussions paid to Vendor; or negotiations with any Persons (ii) a failure to induce Klepierre and Buyers to enter into this Agreement. (c) As used in this Section 7.3, the term "ACQUISITION PROPOSAL" shall mean a proposal or offer for a merger, consolidation or other than 7GC and its Representatives) that may be ongoing with respect to business combination involving an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, acquisition of all or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partypart of the Acquired Companies and/or the Businesses and/or the Purchased Assets.

Exclusivity. Unless During the period from the date of this Agreement shall have been terminated in accordance with through the Closing or the earlier termination of this Agreement pursuant to Section 3.18.1, each Stockholder agrees not tonone of the Seller or the Acquired Companies will, and such Persons shall cause its, his or her Affiliates or direct their respective Representatives not to, directly or indirectly, (a) accept, initiate, respond tosolicit, encourage, entertaininitiate or engage in discussions or negotiations with, solicitor provide any information to, negotiateany third party (other than the Purchaser Parties, provide information with respect their Affiliates and their respective Representatives) relating to the possible acquisition of any equity of or discuss other offers for form of ownership interest in the Company or any of its Subsidiaries or any material portion of the assets of the Acquired Companies (whether by way of merger, purchase of equity or purchase of assets) (an “Acquisition Proposal; Transaction”), (b) furnish or disclose any provide non-public information or documentation with respect to the Acquired Companies to any Person in connection withPerson, other than the Purchaser Parties or that could reasonably be expected their respective Affiliates or its or their Representatives, relating to lead to, an Acquisition Proposal; Transaction or (c) enter into any Contract regarding letter of intent, definitive agreement or other arrangement or understanding with any Person, other than the Purchaser Parties or their respective Affiliates, relating to an Acquisition Proposal; (d) prepare Transaction. Promptly after the execution of this Agreement, the Seller and the Company will instruct any third parties to return or take any steps destroy all confidential information of the Acquired Companies provided to such party in connection with a public offering such third party’s consideration of any Equity Securities of any Group an Acquisition Transaction. In the event that the Company (or any successor of its advisors receives an inquiry, proposal or offer with respect to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees Transaction on or after the date hereof and prior to (A) notify the Closing, the Company and 7GC promptly upon receipt shall provide the Purchaser with prompt notice thereof (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalsuch notice to include the material terms thereof, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Person or group of Persons making such Acquisition Proposalinvolved), (B) keep . The Seller or the Company and 7GC fully informed on shall promptly furnish the Purchaser with a current basis copy of any material modifications to such written offer or constituting an Acquisition Transaction. Notwithstanding the foregoing, the Seller may provide information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information with respect to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause disclose the details and terms of the Transactions, to be terminated any discussions or negotiations with any Persons (other than 7GC its direct and its Representatives) indirect equityholders that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or are bound by customary confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyobligations.

Exclusivity. Unless The Company and IFL agree that, until such time as this Letter Agreement shall have been has terminated in accordance with Section 3.1the provisions of paragraph 11 hereof, each Stockholder agrees not toneither they nor any of their representatives, and officers, directors, agents, equityholders or affiliates shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encouragesolicit, entertain, solicit, negotiate, provide information with respect to accept or discuss other offers for discuss, directly or indirectly, any proposal or offer, including any existing offer or proposal (an “Acquisition Proposal; (b) furnish ”), to acquire all or disclose any significant part of the business and properties of the Company or IFL, whether by merger, purchase of units purchase of assets or otherwise, or provide any non-public information to any Person third party in connection with, or that could reasonably be expected to lead to, with an Acquisition Proposal; (c) Proposal or enter into any Contract regarding agreement, arrangement or understanding requiring them to abandon, terminate or fail to consummate the Acquisition. The Company and IFL represent that neither they nor any of their equityholders or affiliates is party to or bound by any agreement with respect to an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (Proposal other than under this Letter Agreement. IFL agrees to immediately notify Paligent if IFL or any successor to of its representatives, directors, officers or parent company agents receive any indications of any Group Company); interest or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and will communicate to describe Paligent in reasonable detail the terms and conditions of any such indication or Acquisition Proposal in reasonable detail (including as well as the identity of the Persons person or entity making such indication or Acquisition Proposal). Furthermore, (B) keep IFL agrees that, until such time as this Letter Agreement has terminated in accordance with the Company and 7GC fully informed on a current basis provisions of paragraph 11 hereof, neither it nor any material modifications of its representatives, officers, directors, agents or affiliates shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer to such offer raise capital for IFL through the issuance of debt securities, capitalized leases, preferred or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct common interests or units or any further discussions with, provide any information to, similar instruments except in connection with the Acquisition or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partythe express written consent of Paligent.

Exclusivity. Unless From immediately after the execution and delivery of this Agreement shall have been terminated in accordance with Section 3.1and through the Closing (or the earlier termination of this Agreement pursuant to Article VIII), each Stockholder agrees the Company will not, and the Company will cause its Subsidiaries not to, and shall cause itswill not authorize or permit any of its or their directors, his or her partners, officers, managers, employees, agents, Affiliates or Representatives not Advisors to, (a) acceptdirectly or indirectly, initiate, respond totake any action to solicit, encourage, entertainsupport, solicitfacilitate, negotiate, provide information with respect to initiate or discuss other offers for an Acquisition Proposal; (b) furnish engage in discussions or disclose any non-public information to any Person in connection negotiations with, or that could reasonably be expected to lead provide any information to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist accept any proposal or participate inoffer from, or facilitate or encourage any effort or attempt by any Person to do (other than Buyer, Merger Sub and their respective Advisors acting in such capacity) concerning any merger or seek to do recapitalization involving the Company or its Subsidiaries, any sale of the foregoing Common Stock or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify other equity interests of the Company or its Subsidiaries, any sale of all or a material portion of the assets or equity interests of the Company or its Subsidiaries or any similar transaction involving the Company or its Subsidiaries (other than inventory and 7GC promptly upon receipt equipment sold in the ordinary course of business) (and in any event within forty-eight (48) hours after receipt) an "Acquisition Transaction"). Upon execution of any Acquisition Proposalthis Agreement the Company will, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall will cause its Subsidiaries and their respective officers, directors, Affiliates and Representatives not to) conduct any further discussions with, provide any information Advisors to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any and all negotiations or discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an third party regarding any proposal concerning any Acquisition Proposal and terminate Transaction, including any such Person’s and such Person’s Representative’s access to any online or other datasites. From immediately after the execution and delivery of this Agreement and through the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Company will, and will use reasonable best efforts to cause its Subsidiaries and its and their directors, partners, officers, managers, employees, agents, Affiliates and Advisors to, promptly (and in no event later than 24 hours after receipt thereof) notify Buyer in writing (including by electronic data room. Each Stockholder shall not release mail) of any third party fromproposal, offer, inquiry or notice concerning an Acquisition Transaction or that would reasonably be expected to lead to a proposal relating to any Acquisition Transaction, or waive, amend or modify any standstill or confidentiality provision with request for information from a Person in respect to of an Acquisition Proposal Transaction (including the material terms thereof and a copy of any written proposal, offer or request) that is received by the Company or any Affiliate, Advisor or representative of the Company. The Company will use reasonable best efforts to keep Buyer informed on a reasonably current basis (and, in any agreement event, within 24 hours) of the status and details of any material modifications to which any such Stockholder is a partyproposal, offer or request.

Exclusivity. Unless this Agreement The Seller and API will not (and will not cause or permit any of the Company and the Subsidiaries to, and the Seller and API shall have been terminated in accordance with Section 3.1not permit or cause any of their respective officers or directors to, each Stockholder agrees and the Seller and API shall direct their employees, agents and representatives (including any investment banker, attorney or accountant retained by either of them) not to, directly or indirectly, solicit, initiate, or encourage the submission of any proposal, inquiry or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of any of the Company and the Subsidiaries (including any acquisition structured as a merger, consolidation, share exchange or similar transaction) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Neither the Seller nor API will (and each of them will cause the Company and the Subsidiaries not to), and API will not permit or cause any of its officers and directors to, and the Seller shall cause itsdirect its employees, his agents and representatives (including any investment banker, attorney or her Affiliates or Representatives accountant retained by it) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data (aincluding, without limitation, Confidential Information) accept, initiate, respond to, encourageor have any discussions with, entertain, solicit, negotiate, provide information with respect any Person relating to or discuss other offers for an Acquisition Proposal; (b) furnish , whether made before or disclose any non-public information to any Person in connection withafter the date of this Agreement, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do make or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further implement an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall API will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing parties conducted heretofore with respect to any of the foregoing. API agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.10. The Seller will notify the Buyer immediately if any such inquiries, proposals or offers are received by, any such information requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. The Seller also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal and terminate to return all confidential information (including, without limitation, Confidential Information) heretofore furnished to such Person by or on behalf of the Company or any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyof its Subsidiaries.

Exclusivity. Unless From the date hereof until the Closing Date or, if earlier, the termination of this Agreement shall have been terminated in accordance with Section 3.1Article VIII, each Stockholder agrees not tothe Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause itsits and their Representatives acting on its and their behalf, his or her Affiliates or Representatives not to, (a) accept, initiate, respond initiate any negotiations with any Person with respect to, encourage, entertain, solicit, negotiate, or provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person in connection with, or that could reasonably be expected to lead relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal; , (cb) enter into any Contract regarding acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal; , (c) grant any waiver, amendment or release under the anti-takeover laws of any state, (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (e) prepare or take any steps in connection with a public offering of any Equity Securities equity securities of the Company, any Group Company (of its Subsidiaries, or any successor to or parent a newly formed holding company of any Group Company); the Company or such Subsidiaries, or (ef) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek foregoing. Notwithstanding anything to circumvent the contrary in this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify Agreement, the Company and 7GC promptly upon receipt (its Subsidiaries and in their respective Representatives shall not be restricted pursuant to the foregoing sentence with respect to any event within forty-eight (48) hours actions explicitly contemplated this Agreement or the Ancillary Agreements. From and after receipt) of any Acquisition Proposalthe date hereof, the Company shall, and to describe the terms shall instruct its officers and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)directors to, (B) keep and the Company shall instruct and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates Representatives acting on its behalf, its Subsidiaries and their respective Representatives not to(acting on their behalf) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any terminate all discussions or and negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal (other than with SPAC and terminate its Representatives). The Company shall promptly (and in any event within three (3) Business Days of the date of this Agreement) deliver a written notice to each such Person to the effect that the Company is ending all such solicitations, communications, activities, discussions or negotiations with such Person’s and , effective on the date of this Agreement, which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to such Person’s Representative’s access to Person or its Representatives by or on behalf of the Company or any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyof its Subsidiaries.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptZydeco agrees that it, prior to the Effective Time, shall not, directly or indirectly, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, Zydeco or any of its Subsidiaries (collectively, the "Zydeco Representatives") to, directly or indirectly through another Person, solicit, initiate, respond to, encourage, entertaininduce or facilitate the making, solicitsubmission or announcement of any Acquisition Proposal, negotiateor participate in any discussions or negotiations regarding, provide or furnish to any Person any information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withto, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to an Acquisition Proposal, provided, however, that, the foregoing shall not prohibit Zydeco from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with Zydeco pursuant to an Acquisition Proposal which the board of directors of Zydeco (or any committee thereof considering such proposal) in good faith determines is reasonably likely to be more favorable to the stockholders of Zydeco than the transactions contemplated by this Agreement (a "Superior Proposal"), so long as: (i) prior to furnishing any information to, or entering into discussions or negotiations with such a Person, Zydeco provides twenty- four (24) hours' advance written notice to DataVon to the effect that it is furnishing information to, or entering into substantive discussions or negotiations with, a Person from whom Zydeco shall have received an executed confidentiality agreement in form and substance satisfactory to describe DataVon prior to furnishing such information; (ii) such notice shall include the terms and conditions of any such Acquisition Proposal or any agreement proposed by, or any information supplied to, any such Person; (iii) prior to furnishing any nonpublic information to any such Person, Zydeco furnishes such nonpublic information to DataVon (to the extent that such nonpublic information has not been previously furnished by Zydeco to DataVon); (iv) neither Zydeco nor any of its Subsidiaries nor any of the Zydeco Representatives shall have violated any of the restrictions set forth in reasonable detail this Section 5.07; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the board of directors of Zydeco (or any committee thereof considering such proposal) determines in good faith has the good faith intent to proceed with negotiations to consider such Superior Proposal; (vi) the board of directors of Zydeco (or any committee thereof considering such proposal), after duly considering the written advice of outside legal counsel to Zydeco, determines in good faith that such action is required for the Board of Directors of Zydeco to comply with its fiduciary duties to stockholders imposed by applicable law; and (vii) Zydeco keeps DataVon informed in all material respects of the status and terms of any such negotiations or discussions (including without limitation the identity of the Persons making Person with whom such negotiations or discussions are being held) and provides DataVon copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. (b) Zydeco shall notify DataVon orally and in writing of the fact that it has received inquiries, offers or proposals that it reasonably believes to be bona fide with respect to an Acquisition Proposal), Proposal within twenty-four (B24) keep hours after the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Personsreceipt thereof. Each Stockholder shall Zydeco will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) Person that may be ongoing have been conducted heretofore with respect to an a potential Acquisition Proposal and terminate Proposal. Zydeco agrees to inform the Zydeco Representatives of the obligations undertaken in this Section 5.07; provided, however, that nothing contained in this Agreement shall prevent the board of directors of Zydeco from referring any such Person’s and such Person’s Representative’s access third-party to this Section 5.07. (c) Zydeco agrees not to release or permit the release of any electronic data room. Each Stockholder shall not release any third party Person from, or waiveto waive or permit the waiver of any provision of, amend any confidentiality, "standstill" or similar agreement to which Zydeco or any of its Subsidiaries is a party, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of DataVon. (d) Except as expressly permitted by this Section 5.07, neither the board of directors of Zydeco nor any committee thereof shall (A) withdraw, modify any standstill or confidentiality provision change, or propose publicly to withdraw, modify or change, in a manner adverse to DataVon, the approval by such board of directors or such committee of the board of directors, approving or taking such action with respect to the Merger or this Agreement, (B) approve or recommend, or propose publicly to approve or recommend, any Superior Proposal or (C) cause Zydeco to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that the Board of Directors of Zydeco (or any committee thereof considering an Acquisition Proposal) determines in good faith, after consultation with outside counsel, that in light of a Superior Proposal it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the stockholders of Zydeco under applicable law, the board of directors of Zydeco may (subject to this and the following sentences) withdraw, modify or change its recommendation of the Merger, but only after twenty-four (24) hours following DataVon's receipt of written notice advising DataVon that the board of directors of Zydeco is prepared to do so, and only if, during such twenty-four (24) hour period, Zydeco and its advisors shall have negotiated in good faith with DataVon to make such adjustments in the terms and conditions of this Agreement as would enable DataVon to proceed with the transactions contemplated herein on such adjusted terms. (e) Nothing contained in this Section 5.07 shall prohibit Zydeco from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any agreement disclosure to which such Stockholder is a partythe stockholders of Zydeco if, in the good faith judgment of the board of directors of Zydeco, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptDuring the Interim Period, none of the Company, any other Group Company or the Securityholder Representative will, nor will it authorize or permit any of its respective Representatives or Securityholders to, directly or indirectly: (i) solicit, initiate, respond toseek, entertain, encourage, entertainfacilitate, solicitsupport or induce the making, negotiatesubmission or announcement of any inquiry, provide information with respect to expression of interest, proposal or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withoffer that constitutes, or that could would reasonably be expected to lead to, an Acquisition Proposal; (cii) enter into into, participate in, maintain or continue any Contract regarding communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (diii) prepare agree to, accept, approve, endorse or take any steps in connection with a public offering of any Equity Securities of any Group Company recommend (or publicly propose or announce any successor intention or desire to agree to, accept, approve, endorse or parent company recommend) any Acquisition Proposal; (iv) enter into any letter of intent or any Group Company)other Contract contemplating or otherwise relating to any Acquisition Proposal; or (ev) otherwise cooperate in submit any way with, or assist or participate in, or facilitate or encourage Acquisition Proposal (other than the First Merger to the extent contemplated by this Agreement) to the vote of any effort or attempt by any Person to do or seek to do any stockholders of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition ProposalCompany. Each Stockholder agrees to (A) notify The Company and the Securityholder Representative shall, and the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information each other Group Company to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing conducted prior to or on the date hereof with respect to any Acquisition Proposal. (b) The Company or the Securityholder Representative, as the case may be, shall immediately notify Parent orally and in writing after receipt by the Company, any other Group Company or the Securityholder Representative (or, to the knowledge of the Company or the knowledge of the Securityholder Representative, by any of its respective Representatives or Securityholders), 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 and terminate Proposal; (iii) any such Person’s and such Person’s Representative’s other notice that any Person is considering making an Acquisition Proposal; or (iv) any request for nonpublic information relating to the Company or any other Group Company or for access to any electronic data room. Each Stockholder shall of the properties, books or records of the Company or any other Group Company by any Person other than Parent not release any third party from, in the ordinary course of business or waive, amend that the Company or modify any standstill or confidentiality provision with respect the Securityholder Representative reasonably believes would not be expected to lead to an Acquisition Proposal Proposal. Such notice shall describe: (A) the terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request; and (B) the identity of the Person or group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request, if such disclosure would not violate the terms of a confidentiality agreement in effect as of the date hereof. The Company and the Securityholder Representative shall keep Parent fully informed of the status and details of, and any agreement modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Parent a complete and correct copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of such board of directors) of any meeting of the Company Board or any other Group Company at which such Stockholder board of directors is a partyreasonably expected to discuss any Acquisition Proposal.

Exclusivity. Unless (a) Each of the Parties agrees that, from and after the date of this Agreement shall have been terminated until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 3.1Article VI, each Stockholder agrees not tosuch Party shall not, and shall cause itsdirectly or indirectly, his through any officer, director, employee, representative, agent or her Affiliates or Representatives not toaffiliate of such Party, (ai) acceptsolicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish encourage any inquiries or disclose any non-public information to any Person in connection withproposals that constitute, or that could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, sale or purchase of substantial assets or stock, tender or exchange offer, or other business combination or change in control or similar transaction, other than the transactions contemplated or permitted by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an “Acquisition Proposal ”), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent CyberCash or its board of directors, directly or through representatives or agents on behalf of the board of directors, from: (cA) enter into furnishing non-public information to, or having discussions with, any Contract regarding an Acquisition Proposal; (d) prepare person or take any steps entity in connection with a bona fide written Acquisition Proposal by such person or entity (whether solicited or unsolicited by CyberCash) if, prior to furnishing such non-public offering information to, or having discussions with, such person or entity, CyberCash receives from such person or entity an executed confidentiality agreement with confidentiality provisions not materially less favorable to such Party than those contained herein (a “Confidentiality Agreement”); (B) entering into negotiations with any person or entity in connection with bona fide written Acquisition Proposal (whether solicited or unsolicited by CyberCash) by such person or entity or recommending such bona fide written Acquisition Proposal to the CyberCash Shareholders, if and only to the extent that (1) such Acquisition Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the board of directors of CyberCash, after consultation with its financial advisors, result in a transaction more favorable to the CyberCash Shareholders from a financial point of view than the Merger (any Equity Securities such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”); and, in the reasonable good faith judgment of any Group Company the board of directors of CyberCash, after consultation with its financial advisors, the person or entity making such Superior Proposal appears to have the financial means, or the ability to obtain the necessary financing, to conclude such transaction, and (2) prior to entering into negotiations with such person or any successor to entity, CyberCash receives from such person or parent company of any Group Company)entity an executed Confidentiality Agreement; or (eC) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. . (b) Each Stockholder agrees to (A) Party shall notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) other Parties no later than 24 hours after receipt) receipt by such Party (or its advisors), of any Acquisition ProposalProposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such Party by any person or entity that informs such Party that it is considering making, or has made, an Acquisition Proposal (the “Acquisition Proposor”). Such notice to the other Parties shall be made orally and to describe in writing and shall indicate in reasonable detail the identity of the Acquisition Proposor and the terms and conditions of any such proposal, inquiry or contact. If the financial terms of such Acquisition Proposal in reasonable detail (including are modified, then such Party shall notify the identity other Parties of the Persons making terms and conditions of such Acquisition Proposal), (B) keep modification within 24 hours of the Company and 7GC fully informed on a current basis receipt of any material modifications such modification. The target Party shall notify the other Parties at least 48 hours prior to each meeting of the board of directors at which such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing Party will consider taking definitive action with respect to an such Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision will consider taking definitive action with respect to an Acquisition Proposal withdrawing or modifying, in any agreement a manner adverse to which such Stockholder is a partythe other Parties, its recommendation for approval of the Merger.

Exclusivity. Unless this Agreement (a) During the Interim Period, and in all cases subject to Section 5.1, the Company shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his or her Affiliates or its Representatives and each Company Subsidiary not to, directly or indirectly: (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiateinitiate or take any action to facilitate or encourage any inquiries or the making, provide information with respect to submission or discuss other offers for an Acquisition Proposal; (b) furnish announcement of, any proposal or disclose any non-public information to offer from any Person or group of Persons other than Parent and Parent Sponsor (and their respective Representatives, acting in connection withtheir capacity as such) (a “Competing Buyer”) that may constitute, or that could reasonably be expected to lead to, an Acquisition Proposala Competing Transaction; (cii) enter into into, participate in, continue or otherwise engage in, any Contract discussions or negotiations with any Competing Buyer regarding an Acquisition Proposala Competing Transaction; (diii) prepare furnish (including through any virtual dataroom) any information relating to any Group Company or take any steps in connection with a public offering of any Equity Securities its assets or businesses, or afford access to the assets, business, properties, books or records of any Group Company 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 relating to any Competing Transaction or any successor proposal or offer that would reasonably be expected to lead to a Competing Transaction, or parent company of any Group Company)publicly announce an intention to do so; or (evi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. The Company shall, and shall direct its Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Transaction. The parties agree that any violation of the restrictions set forth in this Section 5.18(a) by the Company or its Affiliates or Representatives shall be deemed to be a breach of this Section 5.18(a) by the Company. (b) During the Interim Period, and in all cases subject to Section 5.2, each of Parent, Merger Sub I and Merger Sub II shall not, and shall direct its Representatives not to, directly or indirectly: (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or assist other entity or participate in“group” within the meaning of Section 13(d) of the Exchange Act, concerning any merger, consolidation, or facilitate acquisition of stock or encourage assets or any effort other business combination involving Parent and any other corporation, partnership or attempt by other business organization other than the Company and Company Subsidiaries (a “Parent Competing Transaction”), (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Person Parent Competing Transaction, (iii) 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 relating to do any Parent Competing Transaction or seek any proposal or offer that would reasonably be expected to lead to a Parent Competing Transaction or (iv) resolve or agree to do any of the foregoing or seek otherwise authorize or permit any of its Representatives acting on its behalf to circumvent this Section 1.10 or further an Acquisition Proposaltake any such action. Each Stockholder agrees to (A) notify the Company of Parent, Merger Sub I and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalMerger Sub II shall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its direct their respective controlled Affiliates and Representatives not to) conduct any further discussions with, provide any information acting on their behalf to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease any and cause to be terminated any all existing discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing Person conducted heretofore with respect to an Acquisition Proposal any Parent Competing Transaction. The parties agree that any violation of the restrictions set forth in this Section 5.18(b) by Parent, Merger Sub I and terminate Merger Sub II or their respective controlled Affiliates or Representatives shall be deemed to be a breach of this Section 5.18(b) by Parent and the Merger Subs. (c) For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.18 shall not prohibit the Company, Parent, Parent Sponsor or any such Person’s of their controlled Affiliates and their and such Person’s Representative’s access to Affiliates’ representatives from taking any electronic data room. Each Stockholder shall actions in the ordinary course that are not release otherwise in violation of this Section 5.18 (such as answering phone calls) or informing any third party fromPerson inquiring about a possible Competing Transaction or Parent Competing Transaction, or waiveas applicable, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal of the existence of the covenants and agreements contained in any agreement to which such Stockholder is a partythis Section 5.18.

Exclusivity. Unless Until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Seller shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his not authorize or her permit any of its Affiliates or any of the other Divesting Entities or any of its or their Representatives not to, directly or indirectly, (a) acceptencourage, solicit, initiate, respond toto (other than solely to decline), encourage, entertain, solicit, negotiate, provide information with respect to facilitate or discuss other offers for an continue inquiries or discussions regarding any Acquisition Proposal; (b) furnish enter into or disclose participate in any non-public information to any Person in connection discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) 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, each other Divesting Entity 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 would reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an . For purposes hereof, “Acquisition Proposal; ” means any inquiry, proposal or offer from any Person (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (other than Purchaser or any successor of its Affiliates or any of its or their Representatives) for the assumption of the Chelsea Lease or the sale of all or any material part of the Transferred Assets, excluding any inquiry, proposal or offer with respect to any sale or parent company other disposition of any Group Company); all of substantially all of the assets of Seller and all of its Affiliates other than the Transferred Assets and the Chelsea Lease, whether by sale of stock, sale of assets or (e) otherwise cooperate in any way withotherwise, or assist any merger, consolidation, acquisition of control or participate in, or facilitate or encourage any effort or attempt by any Person other business combination involving Seller and all its Affiliates. In addition to do or seek to do any of the foregoing or seek to circumvent other obligations under this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC 6.19, Seller shall promptly upon receipt (and in any event within forty-eight (48two Business Days after receipt thereof by Seller or its Representatives) hours after receipt) advise Purchaser in writing of any Acquisition Proposal, and any request for information with respect to describe any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of any such request or Acquisition Proposal in reasonable detail (including Proposal, and the identity of the Persons Person making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.the

Exclusivity. Unless In consideration of the Buyer entering into this Agreement shall have been terminated in accordance with Section 3.1and devoting significant time and resources towards exploring a possible transaction, until the Release Time (1) each Stockholder agrees not toof the Sellers will cease, and shall will cause itseach entity within the Acquired Group and their respective Affiliates, his or her Affiliates or Representatives not toemployees, (a) acceptlegal counsel, initiateaccountants, respond tofinancial advisors, encourageaccountants, entertainconsultants and other representatives to cease, solicit, negotiate, provide information all existing discussions among each entity within the Acquired Group and the Sellers with any third party with respect to or discuss other offers for an any Acquisition Proposal; Proposal (bas defined below) furnish or disclose any non-public information and (2) prior to any Person termination of this Agreement as set forth in connection withArticle 11 hereto, 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 that could reasonably be expected to lead to, an Acquisition Proposal; continue any Solicitation (cas defined below) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (action to authorize or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do permit any of the foregoing to engage in or seek to circumvent this Section 1.10 or further an Acquisition Proposalcontinue any Solicitation. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)Sellers hereby represents to the Buyer that neither it, (B) keep any entity within the Company and 7GC fully informed on a current basis Acquired Group nor any of any material modifications to such offer their respective Affiliates, employees, legal counsel, accountants, financial advisors, consultants or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any other representatives is now engaged in discussions or negotiations with any Persons other party other than the Buyer with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or 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 transactions described in (A) or (B), or (D) any other transaction that would reasonably likely have the effect of 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 (other than 7GC and its Representatives) that may be ongoing the Buyer or any agent, Affiliate, representative or other designee of the Buyer), with respect to an any Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromProposal, including, without limitation, discussions between or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyamong the Sellers.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom and after the date hereof, initiateParent shall not, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to, directly or indirectly, (a) conduct except with respect to Buyer, the Restructuring Transactions and the Transaction Agreements (in accordance with this Agreement), solicit, initiate, aid or knowingly encourage (including by way of furnishing information or advice or otherwise) or take any further discussions with, provide other action to facilitate any information inquiries or proposals that relate to, or enter into would reasonably be expected to lead to, a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of properties or assets (including any reinsurance transaction), sale of shares of capital stock (including by way of a tender or exchange offer), or similar transaction involving any material part of the Business, the Company or USIS (an “Acquisition Proposal”), (b) engage in negotiations or discussions with such any Person (or group of Persons. Each Stockholder shall immediately cease and cause ) other than Buyer or its Representatives (an “Alternate Bidder”) concerning, or provide any nonpublic information or advice to any Person relating to, or that would reasonably be terminated expected to lead to, any Acquisition Proposal, (c) continue any prior discussions or negotiations with any Persons Alternate Bidder concerning any Acquisition Proposal or (d) accept, or enter into any Contract (whether or not contingent upon consummation of the transactions contemplated by this Agreement) concerning, any Acquisition Proposal with any Alternate Bidder or consummate any Acquisition Proposal other than 7GC as contemplated by this Agreement. In the event that Seller or its Affiliates or Representatives receives an Acquisition Proposal, Seller shall to the extent not prohibited by confidentiality or similar agreements promptly notify Buyer in writing of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. (b) To the extent not already done so, Parent shall promptly following the date hereof request that all Persons who executed a confidentiality agreement with Parent or its Affiliates in connection with the consideration of a possible acquisition of the Company or USIS (each a “Seller Confidentiality Agreement”) return or destroy all confidential information heretofore furnished to such Persons by or on behalf of Parent or its Affiliates, subject to the terms of such Seller Confidentiality Agreement. At or immediately prior to the Closing, Parent and its RepresentativesAffiliates shall assign to Buyer all of their rights under any Seller Confidentiality Agreement relating to confidentiality obligations of any Person (and related remedies in the event such Person breaches such obligations) that may be ongoing with respect to an Acquisition Proposal any Evaluation Material (as such term is defined in the Confidentiality Agreement) to the extent related to the Business and, to the extent such rights are assignable, and terminate shall deliver to Buyer copies of any such PersonSeller Confidentiality Agreements. Following the Closing, to the extent such rights are not assignable to Buyer, Parent shall promptly notify Buyer in writing in the event it becomes aware of a breach of any Seller Confidentiality Agreement to the extent such breach relates to the Business, and, if so directed by Buyer, shall enforce its rights under such Seller Confidentiality Agreement to the extent such rights relate to the Business for Buyer’s and such Personbenefit, at Buyer’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyexpense.

Exclusivity. Unless this Agreement During the Pre-Closing Period, none of Seller Parties shall have been terminated in accordance with Section 3.1(and Seller Parties shall cause their respective Affiliates, each Stockholder agrees officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and other agents not to), and shall cause its, his directly or her Affiliates or Representatives not to, indirectly: (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide initiate or encourage (including by way of furnishing any information with respect relating to Seller or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withthe Business), or that 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; (cb) other than informing Persons of the provisions contained in this Section 6.4, enter into into, continue or participate in any Contract 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; (dc) prepare approve, endorse, recommend or take enter into any steps in connection with a public offering of any Equity Securities of any Group Company (Acquisition Proposal or any successor letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring any Seller Party to abandon or parent company of any Group Company)terminate its obligations under this Agreement; or (ed) otherwise cooperate in any way withagree, resolve or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek commit to do any of the foregoing foregoing. Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or seek contact with respect to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees Proposal and, to (A) notify the Company and 7GC promptly upon receipt (and in any event within fortyextent permitted by non-eight (48) hours after receipt) disclosure agreements entered into prior to the date hereof, provide Buyer with a description of any Acquisition Proposal, and to describe the material terms and conditions of any such Acquisition Proposal in reasonable detail (thereof, including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such PersonsPerson. Each Stockholder Seller Parties shall immediately cease and cause to be terminated any discussions or negotiations with any Persons Person (other than 7GC and its RepresentativesBuyer) that may be ongoing with respect concerning any proposal relating to an Acquisition Proposal and terminate Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller Parties shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person’s and such Person’s Representative’s access to Person by any electronic data roomSeller Party or any of their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or other agents. Each Stockholder shall not Seller Parties release any third party Person from, or waivewaive any provision of, amend any confidentiality or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder any Seller Party is a party, without the prior written consent of Buyer.

Exclusivity. Unless Each of the Trucking Company, the Brokerage Company, the Additional Stockholders, and the Selling Stockholder agrees that unless this Agreement shall have been is terminated in accordance with pursuant to Section 3.18.1, each Stockholder agrees not tothe Trucking Company, the Brokerage Company, the Additional Stockholders, and the Selling Stockholder shall cause itsdeal exclusively with Buyer, his and neither the Trucking Company, the Brokerage Company, the Additional Stockholders, the Selling Stockholder, nor any of their Affiliates, employees, representatives, or her Affiliates agents will directly or Representatives not to, indirectly: (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract transaction with any person other than Buyer relative to any disposition of the Trucking Company or the Brokerage Company or any part thereof (whether by merger, sale or exchange of shares, sale of assets, or otherwise); (b) engage in any negotiations or discussions with any other person regarding an Acquisition Proposalany disposition of the Trucking Company or the Brokerage Company or any part thereof (whether by merger, sale or exchange of shares, sale of assets, or otherwise); (c) solicit or encourage submission of inquiries, proposals, or offers from any other person relative to any potential disposition of the Trucking Company or the Brokerage Company or any part thereof (whether by merger, sale or exchange of shares, sale of assets, or otherwise); or (d) prepare provide further information to any person other than Buyer relating to any possible disposition of the Trucking Company or take any steps in connection with a public offering of any Equity Securities of any Group the Brokerage Company (or any successor to part thereof (whether by merger, sale or parent company exchange of any Group Company); or (e) otherwise cooperate in any way withshares, sale of assets, or assist or participate inotherwise). Each of the Trucking Company, the Brokerage Company, the Additional Stockholders, and the Selling Stockholder agrees that if the Trucking Company, the Brokerage Company, the Selling Stockholder, the Additional Shareholders, or facilitate any Affiliate receives an offer or encourage any effort or attempt by any Person proposal relating to do or seek to do any the possible acquisition of the foregoing Trucking Company or seek to circumvent this Section 1.10 the Brokerage Company or further an Acquisition Proposal. Each Stockholder agrees to any part thereof (A) notify whether by merger, sale or exchange of shares, sale of assets, or otherwise), the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalTrucking Company, the Brokerage Company, the Additional Stockholders, and to describe the terms and conditions Selling Stockholder shall immediately notify Buyer of any such Acquisition Proposal in reasonable detail (including said offer or proposal, the identity of the Persons party making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information proposal, and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, the specific terms of the offer or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyproposal.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1Neither Empress nor any Subsidiary nor any of their respective officers, each Stockholder agrees not todirectors, and shall cause itsstockholders, his representatives, or her Affiliates other agents shall, directly or Representatives not to, indirectly: (a) accept, initiate, respond to, encourage, entertain, solicit, negotiateinitiate or encourage submission of any inquiry, provide information with respect proposal or offer from any potential investor or acquirer relating to any transaction involving any debt or discuss equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any of the assets of Empress or any Subsidiary other offers for an Acquisition Proposalthan in the ordinary course of business; (b) enter into, participate in or continue any discussions or negotiations (except with the Buyers) regarding, or furnish or disclose any non-public information to or cooperate with any Person in connection with, or that could reasonably be expected to lead (other than the Buyers) with respect to, an Acquisition Proposalany transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business; or (c) enter into any Contract regarding an Acquisition Proposal; agreement (dexcept with the Buyers) prepare relating in any manner to any transaction involving any debt or take equity securities of Empress or any steps in connection with a public offering Subsidiary (currently outstanding or to be issued) or any sale or transfer of any Equity Securities assets of Empress or any Subsidiary, other than in the ordinary course of business. If Empress or any Subsidiary receives, or any officer, director, stockholder, representative or agent receives and notifies Empress or such Subsidiary of, directly or indirectly, an offer or proposal to enter into any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any Group Company (assets of Empress or any successor to Subsidiary, other than in the ordinary course of business, Empress shall notify Buyers by the close of business on the following business day. Empress or parent company of any Group Company); or (e) otherwise cooperate in any way witheach Subsidiary, or assist or participate inas the case may be, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposalshall, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates officers, directors, stockholders, agents and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall representatives to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons Person conducted heretofore with respect to any of the matters referred to in this Section 4.01. Notwithstanding any other provision in this Section 4.01, Empress shall be able to (1) effect the exchange offer in connection with its 8_% Senior Subordinated Notes; (2) make draws on its existing credit facility with Well▇ ▇▇▇go; (3) use its Current Assets for any purpose whatsoever (other than 7GC a purpose which, directly or indirectly, materially interferes with or is materially detrimental to the operation of the business of the Subsidiaries) or incur any Debt through any subsidiary other than the Subsidiaries, as long as the Subsidiaries shall not be liable for the repayment of such Debt in any manner whatsoever and its Representativesthe incurrence of such Debt shall not directly or indirectly materially interfere with or be materially detrimental to the businesses of the Subsidiaries; (4) that may be ongoing with respect to an Acquisition Proposal allow transfers of shares of capital stock of Empress among existing stockholders or their family members; and terminate (5) sell, transfer or otherwise dispose of any asset of Empress or any of the Subsidiaries, other than stock in the Subsidiaries and other than assets of the Subsidiaries not sold in the ordinary course of business, and so long as any such Person’s transaction, directly or indirectly, does not materially interfere with or is not materially detrimental to the businesses of the Subsidiaries. If any incurrence or proposed incurrence of Debt permitted by clause (3) of the immediately preceding sentence or any transfer or proposed transfer of shares permitted by clause (4) of such sentence causes a delay in obtaining the necessary regulatory approvals and permits in connection with the transactions contemplated by this Agreement, the dates set forth in Section 10.01(h) each shall be extended by a period of time equal to the length of such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partydelay.

Exclusivity. Unless From the date hereof until the date that this Agreement shall have been is terminated in accordance with Section 3.1pursuant to Article XII, each Stockholder agrees not toneither the Company, and shall cause itsnor any of its Subsidiaries, his nor Elite nor anyone acting on their behalf shall, directly or her Affiliates or Representatives not toindirectly, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information initiate or participate in discussions or negotiations with respect to or discuss other offers for an 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 Buyer Excluded Person, (b) furnish or disclose any non-public information regarding the Company or any of its Subsidiaries to any Person Person, other than Buyer Excluded Persons, in connection withwith or in response to an Acquisition Proposal, (c) engage or participate in discussions or negotiations with any Person that could reasonably be expected to lead to, to an Acquisition Proposal; , or (c) enter into consummate any Contract regarding an Acquisition Proposal; (d) prepare Proposal or take accept any steps in connection with a public offering of any Equity Securities of any Group Company (offer or any successor agree to or parent company of any Group Company); or (e) otherwise cooperate engage in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees From the date hereof until the date that this Agreement is terminated pursuant to (A) notify Article XII, neither the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition ProposalBuyer, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal)nor anyone acting on its behalf shall, directly or indirectly, (Ba) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer encourage, solicit, initiate or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any participate in discussions or negotiations with any Persons Person regarding any acquisition by the Buyer of the assets or shares 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 7GC Elite and its Representativesaffiliates (collectively “Elite Excluded Persons”), or an officer, partner, employee or other representative of a Elite Excluded Person, (b) that may be ongoing furnish any non-public information regarding the Buyer to any Person, other than Elite Excluded Persons, in connection with respect or in response to an Acquisition Proposal and terminate Business Combination Proposal, (c) engage or participate in discussions or negotiations with any such Person’s and such Person’s Representative’s access Person that could reasonably be expected to any electronic data room. Each Stockholder shall not release any third party fromlead to a Business Combination Proposal, or waive, amend (c) consummate any Business Combination Proposal or modify accept any standstill offer or confidentiality provision with respect agree to an Acquisition Proposal engage in any agreement to which such Stockholder is a partyBusiness Combination Proposal.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of On the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify date hereof the Company and 7GC Tiptree will instruct and cause the each of their Representatives, respective Subsidiaries and their respective Representatives to promptly upon receipt cease all discussions and negotiations with (and in terminate access to any event within forty-eight (48data room for) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal, and deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal and terminate such notice shall also request such Person to promptly return or destroy all confidential information concerning the Group Companies. (b) Until the earlier of the termination of this Agreement or Closing, Tiptree and the Company shall not, and shall cause the Company’s Subsidiaries not to, and shall not authorize or permit any such Person’s and such Person’s Representative’s of their respective Representatives to take any of the following actions (each, a “Restricted Action”) (i) directly or indirectly solicit, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be likely to result in an Acquisition Proposal, (ii) provide any non-public information, or afford access to any electronic data room. Each Stockholder shall not release any third party fromthe properties, books, records, or waivepersonnel of any Group Company, amend to any Person that any Group Company has reason to believe is considering making, or modify has made, any standstill ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (▇▇▇) enter into or confidentiality provision maintain or continue discussions or negotiate with respect any Person in furtherance of obtaining an Acquisition Proposal or otherwise in connection with any Acquisition Proposal, or (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal or any proposal or offer that could reasonably be expected to result in an Acquisition Proposal. Notwithstanding anything to the contrary in the foregoing, any action taken to satisfy any obligations under the Fortress Credit Agreement, the Bond Indenture and any material Contract (that is not related to an Acquisition Proposal) in effect as of the date hereof, and the disclosure of the Transactions as of the date hereof on Form 8-K and through a press release and investor presentation shall not be a Restricted Action. (c) Until the earlier of the termination of this Agreement or Closing, the Company will notify the Investor orally and in writing promptly after receipt (and in any agreement to which event within twenty-four (24) hours) by Tiptree, the Company, any Subsidiary of the Company or any of their respective Representatives of any Acquisition Proposal (or modification or amendment thereof) and shall specify the identity of the Party making the Acquisition Proposal or receiving such Stockholder is a partyaccess and the material terms thereof.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1(a) During the Pre-Closing Period, each Stockholder agrees not toParent and Seller will not, and shall cause its, his nor will Parent nor Seller authorize or her permit the Company or any of its Affiliates or Representatives not to, directly or indirectly, (ai) acceptsolicit, initiate, respond toseek, or knowingly entertain, encourage, entertainfacilitate, solicitsupport or induce the making, negotiatesubmission or announcement of any inquiry, provide information with respect to expression of interest, proposal or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection withoffer that constitutes, or that could would reasonably be expected to lead to, an Acquisition Proposal; , (cii) enter into into, participate in, maintain or continue any Contract regarding an Acquisition Proposal; communications (dexcept solely to provide written notice as to the existence of these provisions) prepare or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any steps in connection with a public offering other action regarding, any inquiry, expression of any Equity Securities of any Group Company interest, proposal or offer that 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 successor intention or desire to agree to, accept, approve, endorse or parent company of recommend) any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company Parent and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall Seller will immediately cease and cause to be terminated any discussions and all existing activities, (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 negotiations with Seller or, to Seller’s Knowledge, any Persons of their Affiliates (other than 7GC and 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 may constitutes, or would reasonably be ongoing with respect expected to lead to, an Acquisition Proposal Proposal, or (iii) any other notice that any Person is considering making an Acquisition Proposal. Such notice shall describe (1) the terms and terminate conditions of such Acquisition Proposal, and (2) the identity of the Person or 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 Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyProposal.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom the date hereof up to the Closing Time (the "Exclusivity Period"), initiateneither the Vendor, respond tonor the Company nor any of their agents will negotiate or enter into discussions with any other Person in respect of the sale of the Assigned Assets, encouragethe sale of the Business or any of the other transactions contemplated hereby; provided, entertainhowever, solicitthat nothing contained in this Section 4.4 shall preclude the board of directors of the Vendor or the Company from engaging in discussions with other Persons if, negotiatein the opinion of legal counsel to the Vendor or the Company, provide information with respect applicable legal principles of fiduciary duty require that they engage in such discussion without prejudice to or discuss other offers for an Acquisition Proposal; the rights of Purchaser under this Agreement. (b) furnish In the event that the board of directors of the Vendor or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with the Company receives a public offering proposal for the sale of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing shares of the Company, the Assigned Assets, the sale of the Business or seek any of the other transactions contemplated hereby, which proposal is determined in good faith by the board of directors of the Vendor or the Company to circumvent be superior to the terms of the transaction with the Purchaser contemplated pursuant to this Section 1.10 Agreement (the "Superior Proposal") and are in receipt of an opinion of legal counsel specifying that they are required to do so in order to comply with their fiduciary duties, then the board of directors of the Vendor or further an Acquisition the Company may pursue discussions in respect of the Superior Proposal. Each Stockholder agrees In such event the Vendor shall forthwith provide written notice to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) Purchaser of any Acquisition Proposal, and to describe the terms and conditions of the Superior Proposal and the Purchaser shall have not less than five Business Days to match, in writing, such Superior Proposal. In the event that the Purchaser does not so match the Superior Proposal within such period, the Vendor or the Company may accept the Superior Proposal. (c) In the event that the Vendor or the Company accepts such Superior Proposal with any such Acquisition Proposal in reasonable detail (including person with whom the identity board of directors of the Persons making such Acquisition Proposal), (B) keep Vendor or the Company had any communication during the Exclusivity Period, including any unsolicited communication and 7GC fully informed on whether such acceptance occurred during or after the Exclusivity Period, then the Vendor will pay to the Purchaser within ten business days of the acceptance of such Superior Proposal a current basis cancellation fee in the amount of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyU.S. $500,000.

Exclusivity. Unless this During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), the Investor shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause itsits Relevant Affiliates to: (a) work exclusively with Parent and its Affiliates to implement the Transactions, including to (i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not finalized or executed prior to the date hereof); (b) not, shall cause its Relevant Affiliates not to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and solely in such Representative’s capacity as a director, his or her Affiliates or Representatives fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (ai) acceptmake an Acquisition Proposal, initiate, respond toor solicit, encourage, entertainfacilitate or join with or invite any other Person to be involved in the making of, solicitany Acquisition Proposal, negotiate, (ii) provide any information to any Third Party with respect a view to the Third Party or discuss any other offers for person pursuing or considering to pursue an Acquisition Proposal; , (biii) furnish finance or disclose offer to finance any non-public information to Acquisition Proposal, including by offering any Person in connection withequity or debt finance, or that could reasonably be expected to lead tocontribution of Covered Securities or provision of a voting agreement, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) support of any Acquisition Proposal, and to describe (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the terms and conditions provisions of any such Acquisition Proposal in reasonable detail (including this Agreement, the identity of Merger Agreement or the Persons making such Acquisition Proposal)Transactions, (Bv) keep take any action that would reasonably be expected to have the Company and 7GC fully informed on a current basis effect of any material modifications to preventing, disabling or delaying such offer Investor from performing its obligations under this Agreement, or information and (Cvi) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions withsolicit, provide any information toencourage, facilitate, induce or enter into negotiations any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with such Persons. Each Stockholder shall any other person regarding the matters described in paragraphs (ii) through (iv) of this Section 1.1(b); (c) immediately cease and terminate, and cause to be terminated any discussions or ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with any all Persons (other than 7GC and its Representatives) that may be ongoing conducted heretofore with respect to an Acquisition Proposal and terminate Proposal; and (d) promptly notify Parent if it or, to its knowledge, any such Person’s and such Person’s Representative’s access to of its Representatives receives any electronic data room. Each Stockholder shall not release any third party from, approach or waive, amend or modify any standstill or confidentiality provision communication with respect to an any Acquisition Proposal Proposal, including in such notice the identity of the other Persons involved and the nature and content of the approach or communication, and provide Parent with copies of any agreement to which such Stockholder is a partywritten communication.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptDuring the Interim Period, initiatenone of the Acquiror Parties, respond on the one hand, or the Company and its Subsidiaries, on the other hand, will, nor will they authorize or permit their respective Representatives to, encourage, entertain, directly or indirectly: (i) take any action to solicit, negotiate, provide information with respect to initiate or discuss other offers for an Acquisition Proposal; (b) furnish engage in discussions or disclose any non-public information to any Person in connection negotiations with, or that could enter into any binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Proposal; ; (cii) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering the case of any Equity Securities of any Group Company Acquiror, fail to include the Acquiror Board Recommendation in (or remove from) the Registration Statement and the Proxy Statement; or (iii) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any successor intention or desire to withhold, withdraw, qualify, amend or parent company of any Group Companymodify); or (e) otherwise cooperate , in any way witha manner adverse to the other Party, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any in the case of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Company, the Company Board Recommendation, and in the case of Acquiror, the Acquiror Board Recommendation. (b) Each Stockholder agrees to (A) notify of the Company and 7GC promptly upon receipt (the Acquiror Parties, shall promptly, and in any event within forty-eight one (481) hours after receiptBusiness Day of the date of this Agreement: (i) terminate access of any Acquisition Proposal, and third Person (other than the Company or the Acquiror Parties and/or any of their respective Affiliates or Representatives or in connection with the PIPE Financing) to describe any data room (virtual or actual) set up by the terms and conditions of any such Company in connection with the Transactions or an Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep containing any confidential information with respect to the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and Acquiror; (Cii) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or terminated, and shall cause their and their respective Subsidiaries’ Representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an any Acquisition Proposal; and (iii) shall promptly request the return or destruction of any confidential information provided to any Person in connection with a prospective Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement) and, in connection therewith, shall, if the applicable confidentiality or non-disclosure agreement so allows, request that all such Persons provide prompt written certification of the return or destruction of all such information. (c) Promptly upon receipt of an unsolicited Acquisition Proposal, each of the Acquiror Parties and terminate any the Company shall notify the other Party thereof, which notice shall include a written summary of the material terms of such Person’s and such Person’s Representative’s access unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision unsolicited Acquisition Proposal only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Proposal in any agreement to which such Stockholder is a partyProposal.

Exclusivity. Unless this Agreement Exicure shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause its, his not authorize or her permit any of its Affiliates or any of its or their Representatives not to, directly or indirectly, (ai) acceptencourage, solicit, initiate, respond tofacilitate or continue inquiries regarding an Acquisition Proposal (as defined below); (ii) enter into discussions or negotiations with, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an any Person concerning a possible Acquisition Proposal; or (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (ciii) enter into any Contract agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder Exicure shall immediately cease and cause to be terminated any terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than 7GC Flashpoint) concerning the sale, lease, exchange or other disposition of the Acquired Assets or any portion thereof. Exicure shall promptly (and in any event within three business days after receipt thereof by Exicure or its Representatives) that may be ongoing advise Flashpoint orally and in writing of any Acquisition Proposal, any request for information with respect to an any Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party fromProposal, or waive, amend or modify any standstill or confidentiality provision inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal in Proposal, the material terms and conditions of such Acquisition Proposal, request, or inquiry, and the identity of the Person making the same. Exicure agrees that the rights and remedies for noncompliance with this Section 2.7 shall include having such provision specifically enforced by any agreement court of competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to Flashpoint for which such Stockholder is a party.monetary damages would not provide an adequate remedy. 15

Exclusivity. Unless From the date hereof until the sooner of the Effective Time and the date of termination of this Agreement shall have been terminated in accordance with Section 3.1its terms and subject to the exercise of the Company’s board of directors’ fiduciary duties and applicable Law, each neither the Stockholder agrees not toRepresentative nor the Company will, and shall cause itsdirectly or indirectly, his through any officer, director, employee, agent (including financial advisors), partner or her Affiliates or Representatives not tootherwise, (a) acceptcontinue, solicit, entertain, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to facilitate or discuss other offers for an Acquisition Proposal; (b) furnish participate in or disclose any non-public information to any Person in connection encourage discussions or negotiations with, or that could reasonably be expected to lead the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering acquisition of any Equity Securities Acquired Company, or any acquisition of any Group capital stock or other equity or other interest of or in any Acquired Company (or any successor to or parent company material assets of any Group Acquired Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information tomeans whatsoever, or enter into negotiations with such Personsany agreement, arrangement or understanding regarding any of the foregoing. Each The Company and the Stockholder shall Representative will immediately cease and cause to be terminated terminate any discussions or negotiations with any Persons (other than 7GC and its Representatives) third party that may be are ongoing with respect to an Acquisition Proposal any transaction of the type or similar to those described in the immediately preceding sentence. In addition, from the date hereof until the Effective Time, except as required by applicable Law and terminate the exercise of the Company’s board of directors’ fiduciary duties, neither the Stockholder Representative nor any Acquired Company will, directly or indirectly, through any Representative or otherwise, disclose any information not customarily disclosed to any Person (other than Parent, Merger Subsidiary and their Representatives) in the Company’s Ordinary Course of Business or afford to any such Personother Person access to the Acquired Companies’ properties, books or records without the prior written consent of Parent. Furthermore, if the Company or any of its officers, directors, employees, agents (including financial advisors) or partners receives any written communication regarding the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an acquisition of any Acquired Company, or any acquisition of any capital stock or other equity or other interest of or in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, between the date hereof and the Closing Date, then the Company shall immediately notify Parent of the receipt of such bid, offer or proposal. The Company shall give Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any such bid, offer or proposal by the Company or any of its or any of its officers, directors, employees, agents (including financial advisors) or partners (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and (y) of the Company’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and shall receive from such Person an executed confidentiality agreement containing terms no less favorable to the Company than the terms of the confidentiality agreement entered into between the Company and Parent dated as of July 27, 2017 prior to furnishing nonpublic information regarding the Company to, or enter into a confidentiality agreement or discussions or negotiations with, any Person in response to a bona fide, unsolicited written bid, offer or proposal submitted by such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a party.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not toNeither Seller nor Equityholder will, and shall each will cause itseach of its respective officers, his employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives, and agents or her Affiliates or Representatives not to, (a) acceptdirectly or indirectly solicit, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; encourage (b) furnish or disclose any non-public information to any Person in connection withincluding by way of furnishing information), or that take any other action to facilitate any inquiry or the making of any proposal which constitutes, or could reasonably be expected to lead to, any acquisition or purchase of a substantial portion of the assets, equity interests or other securities of either Seller or any tender offer or exchange 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 “Alternate Transaction Proposal; ”) or agree to or endorse any Alternate Transaction Proposal or (cb) propose, enter into or participate in any Contract discussions or negotiations regarding an Acquisition any Alternate Transaction Proposal; (d) prepare , or take furnish to any steps other Person any information with respect to the business or assets of either Seller in connection with a public offering of any Equity Securities of any Group Company (an Alternate Transaction Proposal, or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing without the prior written consent of Purchaser. Sellers will, and the Equityholder will cause each Seller to, promptly terminate any discussions or seek to circumvent this Section 1.10 or further negotiations regarding an Acquisition Alternate Transaction Proposal. Each Stockholder agrees to (A) Sellers will, and the Equityholder will cause each Seller to, promptly notify Purchaser in the Company event that Seller, Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and 7GC promptly upon receipt (and in agents receives any event within forty-eight (48) hours after receipt) unsolicited indication of any Acquisition interest or proposal regarding an Alternate Transaction Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons Person indicating such interest or making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Alternate Transaction Proposal and terminate any such Person’s a copy thereof. Without limiting the generality of the foregoing, the Parties acknowledge that the current timeline for submitting a change of ownership application with the MED is one hundred and such Person’s Representative’s access to any electronic data room. Each Stockholder twenty (120) days that the covenants set forth in this Section 5.7 shall not release any third party from, continue until the earlier of (i) the Closing Date or waive, amend or modify any standstill or confidentiality provision (ii) the termination of this Agreement in accordance with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyArticle VIII.

Exclusivity. Unless In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the signature of this Agreement Amendment No. 1 and ending at 5:30 p.m. in Boston, MA, on June 27, 2014 (the “Exclusivity Period”), World Energy shall have been terminated in accordance with Section 3.1, each Stockholder agrees not tonot, and shall cause itsits directors, his or her Affiliates or Representatives President/Chief Executive Officer, Chief Financial Officer, investment bankers, attorneys and other financial advisors (collectively, the “World Energy Representatives”) not to, directly or indirectly: (ai) accept, initiate, respond to, encourage, entertain, solicit, negotiateencourage (including by way of providing information), provide information with respect to facilitate or discuss other induce the submission of any inquiries, proposals or offers for an Acquisition Proposal; (b) furnish that constitute or disclose any non-public information to any Person in connection with, or that could may reasonably be expected to lead to, any Acquisition Transaction; (ii) engage or participate in any discussions, negotiations or communications regarding, or provide or cause to be provided any non-public information or data relating to World Energy or any of its subsidiaries in connection with, or have any discussions with any person relating to, any actual or proposed Acquisition Transaction, or otherwise encourage or facilitate any effort or attempt to make or implement any Acquisition Transaction; (iii) approve, endorse or recommend, or publicly propose or announce an intention to approve, endorse or recommend, any Acquisition Proposal; Transaction; (civ) enter into any Contract regarding an letter of intent, agreement in principle, merger agreement, financing agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition ProposalTransaction; or (dv) prepare or take approve any steps in connection with a public offering of any Equity Securities of any Group Company (transaction or any successor third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do affect any of the foregoing or seek to circumvent other provisions of this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyAgreement.

Exclusivity. Unless From and after the date of this Agreement Agreement, Seller shall have been terminated in accordance with Section 3.1not, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (c) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and its and its Affiliates’ respective Representatives not to, directly or indirectly, (a) conduct solicit, initiate, encourage or facilitate any further 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 a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of properties or 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 involving HRS or any part of the Business (an “Acquisition Proposal”), (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder or (iii) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated or consummate any discussions or negotiations transaction contemplated by any Acquisition Proposal with any Persons (other than 7GC and Alternate Bidder. In the event that Seller or any of its Representatives) that may be ongoing with respect to 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 terms and conditions 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 and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder shall not release any third party from(each a “Seller Confidentiality Agreement”) return, or waivedestroy, amend all confidential information heretofore furnished to such Alternate Bidder by or modify any standstill on behalf of Seller or confidentiality provision with respect its Affiliates subject to an Acquisition Proposal in any agreement to which the terms of such Stockholder is a partySeller Confidentiality Agreement.

Exclusivity. Unless From the date hereof until the earliest of (a) the Closing Date or (b) such date on which this Agreement shall have been is validly terminated in accordance with Section 3.1Article XI, each Stockholder agrees not toSellers shall not, and shall cause itsdirect its Affiliates, his and their directors, officers, agents, Representatives and any other Person acting on its or her Affiliates their behalf not to directly or Representatives not indirectly, (i) solicit offers, letters of intent, inquiries, proposals or indications of interest or commitments for, or entertain any offer, letter of intent inquiries, proposal or indication of interest or commitment to enter into, with respect to, (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for an Acquisition Proposal; (b) furnish the making or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead tocompletion of, an Acquisition Proposal; , (cii) enter into any Contract regarding an Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate engage in any way with, discussions or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions withnegotiations, provide any information to, or enter into negotiations any agreement, arrangement or understanding regarding an Acquisition Proposal, or (iii) furnish to any other Person any information with such Personsrespect to any Acquisition Proposal. Each Stockholder Sellers shall immediately cease and procure the termination of, or cause to be terminated any discussions or all existing discussions, conversations, negotiations and other communications with any Persons (other than 7GC and its Representatives) that may be ongoing conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing and for the avoidance of any doubt, nothing in this Section 7.7 shall restrict any transaction in respect of (x) any asset that Sellers and/or their Affiliates do not control and/or maintain a consent or veto right in respect of such Acquisition Proposal, (y) the permitted transactions set forth in Section 7.4, and (z) “Project Ozark” which pertains to the transfer of CCOC’s fund accounting personnel to an Acquisition Proposal outsourced model, none of which will adversely affect or delay the ability of Sellers or their Affiliates to consummate the transactions contemplated by this Agreement, otherwise perform any obligation contemplated by this Agreement or Buyer’s ability to conduct the business consistent with past practice following Closing. For the avoidance of any doubt, (i) the sale or recapitalization of any of the Portfolio Investments, and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Each Stockholder (ii) the Fortress Loan, shall not release be deemed a violation of Sellers’ exclusivity obligation; provided that any third party from, or waive, amend or modify any standstill or confidentiality provision with respect proceeds thereof are credited against the Purchase Price to an Acquisition Proposal in any agreement to which such Stockholder is a partythe extent provided on Section 2.2 of the Disclosure Schedule.

Exclusivity. Unless this Agreement shall have been terminated in accordance with Section 3.1, each Stockholder agrees not to, and shall cause its, his or her Affiliates or Representatives not to, (a) acceptFrom the date of this Agreement until the earlier of the date of the termination of this Agreement or the Effective Time, the Company and its Subsidiaries shall not (and the Company shall not permit and shall instruct its and any of its Subsidiaries’ officers, directors or employees or Representatives retained by it or any of its subsidiaries not to) directly or indirectly (i) solicit or initiate, respond toor engage in discussions or negotiate with any Person (whether such discussions or negotiations are initiated by the Company or otherwise) with respect to any Acquisition Proposal or take any other action intended or designed to facilitate or encourage the making of any Acquisition Proposal, encourage, entertain, solicit, negotiate, (ii) provide information with respect to or discuss the Company to any Person, other offers for than Parent and its Representatives, relating to an Acquisition Proposal; , (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (ciii) enter into any Contract regarding an Acquisition Proposal; (d) prepare agreement, letter of intent or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (e) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 1.10 or further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep the Company and 7GC fully informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Affiliates and Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than 7GC and its Representatives) that may be ongoing understanding with respect to an Acquisition Proposal and terminate Proposal, or (iv) make any such Person’s and such Person’s Representative’s access statement, recommendation or solicitation in support of any Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer relating to any electronic data room. Each Stockholder transaction or series of related transactions involving (i) any sale, lease or other disposition, direct or indirect (and however structured), of all or substantially all or a material portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a third party beneficially owning (or the Company purchasing) ten percent (10%) or more of any class of securities of the Company or any of its Subsidiaries, (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries, or (iv) any combination of the foregoing in a series of related transactions (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder); provided, however, that the term “Acquisition Proposal” shall not release any third party frominclude the Merger and the other transactions contemplated hereby, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which such Stockholder is a partyincluding the Spinoff.