Common use of Exclusivity Clause in Contracts

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and assignments Freeman Spogli, each of Commitments that are made the Investors (in accordance with this Agreement the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and except not in their capacities as set out in Exhibit D heretoofficers or directors of CBRE, no Investor and none of such Investor’s Affiliates shall if applicable) will (i) enter into not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any written inquiries or oral agreementthe making of, arrangement any proposal or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates offer with respect to, or a transaction to the subject matter of this Agreement and the Merger Agreement effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or any other similar transaction involving the Company CBRE or any of its Subsidiaries 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 transaction that involves a material portion 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 assets total voting power of CBRE (or of the Company surviving parent entity in such transaction) or any of its Subsidiaries) subsidiaries, in each case other than the Transactions (any such proposal, offer or do, anything which is inconsistent with the provisions of this Agreement or transaction (other than the Transactions; ) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote, vote or consent (or cause to be votedvoted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at every shareholder or stakeholder any meeting (whether by written consent annual or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing special and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings an adjourned or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (vpostponed meeting) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any and all shares of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares CBRE Common Stock beneficially owned by it/him/her such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any rights under Section 238 agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the Companies Act (as defined under the Support Agreement))foregoing.

Exclusivity. Other than transfers (a) From and assignments after the date of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretountil the Closing or termination of this Agreement pursuant to Section 8, no Investor and none the Acquired Company will not, nor will it authorize or permit any of such Investor’s its officers, directors, Affiliates shall or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) enter into solicit, initiate or induce the making, submission or announcement of any written Acquisition Proposal, (ii) participate in any discussions or oral agreementnegotiations regarding, arrangement or understanding furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (whether legally binding or notiii) engage in discussions with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates person with respect to any Acquisition Proposal, except as to disclose the subject matter existence of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or dothese provisions, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire endorse or recommend any Company Shares or other securities in the CompanyAcquisition Proposal, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any letter of intent or similar document or any contract, option 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 arrangement advisors and representatives to, immediately cease any and all existing activities, discussions or understanding negotiations with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust 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 Shares or any of its subsidiaries or any investment banker, attorney or other securities in 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; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and . (b) In addition to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary obligations of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement Acquired Company set forth in accordance with the terms hereof, provided that with respect to this sub-section (bSection 5.3(a), this Section 2.12 the Acquired Company as promptly as practicable shall advise Purchaser in writing of any event terminate at Acquisition Proposal or of any request for nonpublic information or other inquiry which the Effective Time; provided that in any event this Section 2.12 shall not apply Acquired Company reasonably believes could lead to agreementsan Acquisition Proposal, arrangements, understandings or discussions between an Investor the material terms and its Permitted Transferees; and provided further that notwithstanding anything conditions of such Acquisition Proposal (to the contrary hereinextent known), following and the termination identity of this Agreement with respect the person or group making any such request, inquiry or Acquisition Proposal. The Acquired Company agrees to keep Purchaser informed on a current basis of the status and details (including any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (vmaterial amendments or proposed amendments) of this Section 2.12 shall cease to apply to any such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (includingrequest, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))inquiry or Acquisition Proposal.

Exclusivity. Other DLJMB is aware that, prior to the date of this Agreement, the Company has had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by DLJMB. Notwithstanding the foregoing, the Company agrees that it shall not, and shall not permit any of its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇) not to, at any time during the sixty (60) day period commencing on the date hereof (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or encourage submission of further proposals or offers from any person, other than transfers and assignments DLJMB, relating to any acquisition or purchase of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretoall or a significant portion of the assets of, no Investor and none of such Investor’s Affiliates shall (i) enter into including any written river boat or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors gaming facility or any of their respective representatives or Affiliates with respect contract to the subject matter of this Agreement and the Merger Agreement manage any gaming facility, or any other similar transaction 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 (including subsidiaries or affiliates controlled by the Company, or the declaration or payment of any transaction that involves a material portion of dividend or any change in the assets public debt or capital structure of the Company or any of its Subsidiariessubsidiaries or affiliates controlled by the Company, (b) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) votefurther participate in any negotiations regarding, or cause furnish to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing any additional non-public information with respect to, or considering to pursue the subject matter of this Agreement and the Merger Agreement otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other similar transaction involving person other than DLJMB to do or seek any of the foregoing. During the Exclusivity Period, (x) the Company shall promptly advise DLJMB if any such proposal or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Companyoffer, or any rightinquiry or contact with any person with respect thereto, title is made, shall promptly inform DLJMB of all the terms and conditions thereof, and shall furnish to DLJMB copies of any such written proposal or interest offer and the contents of any communications in response thereto or therein, other than (it being understood that the Company shall not be required to take any action pursuant to this clause (x) its Rollover Shares or securities of that would violate any pre-existing confidentiality obligation enforceable against the Company convertible or exchanged from the Rollover Shares or Company), and (y) securities the Company shall not waive any provisions of any “standstill” agreements between the Company and any party. During the Exclusivity Period, the Company shall not, without the consent of DLJMB, enter into, or commit to enter into, any material transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, the Company granted pursuant to agrees that it will immediately cease, from the Company’s existing equity incentive plans or issuable upon exercise or settlement date hereof through the end of the equity incentive awards granted by the Company under Exclusivity Period, any existing discussions or negotiations with any party other than DLJMB or its existing equity incentive plans pursuant to the terms thereofaffiliates that relate to, or (B) sellmay reasonably be expected to lead to, offer to sellany transaction outside of the ordinary course of business, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding consistent with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Companyits past practices, or any right, title 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 interest thereto otherwise abandons or therein; (vi) deposit any Company Shares or other securities in ceases to actively pursue the Transaction prior to the expiration of the Exclusivity Period. If DLJMB notifies the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person that DLJMB is terminating discussions regarding the matters described in Section 2.12(i) potential Transaction, then the Company shall have the right to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following immediately terminate the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Exclusivity Period.

Exclusivity. Other than transfers and assignments During the period from the date of Commitments that are made in accordance with this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 5, Sellers shall not, and except shall cause their respective Affiliates and representatives to not, directly or indirectly, (a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as set out defined below), (b) other than as permitted pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees) access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and Holdings, in Exhibit D heretoany such case with the intent to induce the making, no Investor submission or announcement of an Acquisition Proposal, or (c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition Proposal. Sellers shall, and none of such Investor’s shall cause their Affiliates shall and representatives to, (i) enter into immediately cease and cause to be terminated any written existing discussions or oral agreement, arrangement or understanding (whether legally binding or not) negotiations with any Person (other potential investor than Buyer or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates its designees) conducted heretofore with respect to the subject matter any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of this Agreement and the Merger Agreement an Acquisition Proposal return to Sellers or their Affiliates or destroy any other similar transaction involving the Company nonpublic information previously furnished or made available to such Person or any of its Subsidiaries representatives by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (including other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction that involves or a series of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any of its Subsidiaries) or dothe Company, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteHoldings and their subsidiaries, or cause to be voted(c) merger, at every shareholder consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the business of the Company and Holdings or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities their subsidiaries, in the Company, or any right, title or interest thereto or thereineach case, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted transactions contemplated by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to From the subject matter date of this Agreement and ending on the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur earlier of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) Closing and (ii) the termination of this Agreement Agreement, the Company shall not, and shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (A) enter into, solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in accordance with the terms hereofany negotiations with, provided that or provide any information to, or otherwise cooperate in any way regarding a Company Acquisition Proposal (as defined herein), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to this sub-section (b)to, this Section 2.12 shall or cooperate in any event terminate at way that would otherwise reasonably be expected to lead to, any Company Acquisition Proposal or (C) commence, continue or renew any due diligence investigation regarding any Company Acquisition Proposal; provided, that the Effective Time; provided that in any event this Section 2.12 shall not apply to agreementsexecution, arrangements, understandings or discussions between an Investor delivery and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.4. The Company shall, and shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Non-Consenting Investor pursuant Company Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights date hereof executed a confidentiality agreement in connection with its, his or her consideration of a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the Transactions with respect to date hereof. For purposes hereof, “Company Acquisition Proposal” means any and all Rollover Shares beneficially owned by it/him/her (includinginquiry, without limitation, proposal or offer concerning the sale of any rights under Section 238 material assets of the Companies Act (as defined under Company or any Company Subsidiary outside the Support Agreement))ordinary course of business or any of the Equity Securities of the Company or any Company Subsidiary or any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any Company Subsidiary, in each case excluding the Convertible Financing and the PIPE Financing.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with the terms hereofSection 10.01, provided that Acquiror shall not, and shall use cause its Subsidiaries not to, and shall use its reasonable best efforts to cause their respective Representatives not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes any Competing Proposal; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to this sub-section its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes any Competing Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Competing Proposal; or (v) resolve or agree to do any of the foregoing. (b)) Acquiror also agrees that immediately following the execution of this Agreement it shall, this Section 2.12 and shall cause each of its Subsidiaries to, use its reasonable best efforts to cause their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Competing Proposal. Acquiror shall promptly (and in any event terminate at within one (1) Business Day) notify, in writing, the Effective Time; provided Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal, which notice shall include a summary of the material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of any Competing Proposal or inquiry, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such inquiry, proposal or offer. Acquiror shall promptly (and in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to within one (1) Business Day) keep the contrary herein, following the termination Company informed of this Agreement any material developments with respect to any Non-Consenting Investor pursuant such inquiry, proposal, offer, request for information or Competing Proposal (including any material changes thereto and copies of any additional written materials received by Acquiror or its Representatives). Notwithstanding the foregoing, Acquiror may respond to any such proposal, offer or submission by indicating only that Acquiror is subject to an exclusivity agreement and is unable to provide any information related to Acquiror or entertain any proposals or offers or engage in any negotiations or discussions concerning a Competing Proposal for as long as that exclusivity agreement remains in effect. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 2.4.17.11 by any of Acquiror’s Representatives acting on Acquiror’s behalf, the foregoing clauses (iv) and (v) shall be deemed to be a breach of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives 7.11 by ▇▇▇▇▇▇▇▇. (c) For purposes of this Agreement, “Competing Proposal” means any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to Business Combination or any and all Rollover Shares beneficially owned by it/him/her (includingother transaction involving, without limitationdirectly or indirectly, any rights under Section 238 of merger, share exchange, asset or equity acquisition or purchase, reorganization, consolidation or similar business combination with or involving the Companies Act (as defined under the Support Agreement))Acquiror with one or more businesses or entities or any inquiry or request for information that is intended to lead to, or result in, any such transaction or Business Combination.

Exclusivity. Other than transfers From and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of after the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) ending on the termination earlier of the Closing Date or the date this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor is terminated pursuant to Section 2.4.19.1 (the “Exclusivity Period”), the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any rights under Section 238 information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the Companies Act 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 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 defined under contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Support AgreementAcquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request)), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. Other than transfers and assignments of Commitments that are made Unless this Agreement shall have been terminated in accordance with this Agreement Section 3.1, each Stockholder agrees not to, and except as set out 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 Exhibit D heretoconnection with, no Investor and none of such Investor’s Affiliates shall or that could reasonably be expected to lead to, an Acquisition Proposal; (ic) enter into any written Contract regarding an Acquisition Proposal; (d) prepare or oral agreement, arrangement or understanding take any steps in connection with a public offering of any Equity Securities of any Group Company (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any successor to or parent company of their respective representatives any Group Company); or Affiliates with respect (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 subject matter of foregoing or seek to circumvent this Agreement and the Merger Agreement Section 1.10 or any other similar transaction involving further an Acquisition Proposal. Each Stockholder agrees to (A) notify the Company or and 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of its Subsidiaries any Acquisition Proposal, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including any transaction that involves a material portion the identity of the assets of 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 of its Subsidiaries) or dofurther discussions with, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose ofto, or enter into negotiations with such Persons. Each Stockholder shall immediately cease and cause to be terminated any agreement, arrangement discussions or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in negotiations with any Company Shares or Persons (other securities in the Company (“Transfer”); (vthan 7GC and its Representatives) enter into any contract, option or other arrangement or understanding that may be ongoing with respect to a Transfer or limitation on voting rights of an Acquisition Proposal and terminate any Company Shares or other securities in the Companysuch 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 right, title standstill or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust confidentiality provision with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall an Acquisition Proposal in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply agreement to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to which such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Stockholder is a party.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following From the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors hereof until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, the terms hereofGroup, provided that CayCo and Merger Sub shall not, and the Group, CayCo and Merger Sub shall instruct and use their reasonable best efforts to cause its and their Representatives acting on its and their behalf, not to, (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning the Group, CayCo or Merger Sub to this subany Person 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, (ii) enter into any 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, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-section takeover laws of any state, (b)iv) otherwise knowingly facilitate any such inquiries, this Section 2.12 shall 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 of the Company Parties, or a newly formed holding company of the Company Parties or such Subsidiaries, or (vi) otherwise cooperate in any event terminate at 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 Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding foregoing. Notwithstanding anything to the contrary hereinin this Agreement, following the termination of this Agreement 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 Non-Consenting Investor pursuant to Section 2.4.1actions explicitly contemplated in this Agreement or the Ancillary Agreements. From and after the date hereof, the foregoing clauses Group, CayCo and Merger Sub shall, and shall instruct their respective officers and directors to, and the Group, CayCo and Merger Sub shall instruct and cause their respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (ivacting on their behalf) to, immediately cease and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives terminate all discussions and negotiations with any and all of his/her/its dissenter’s rights in connection with the Transactions Persons that may be ongoing with respect to an Acquisition Proposal (other than with SPAC and its Representatives). The Company Parties shall promptly (and in any and all Rollover Shares beneficially owned by it/him/her event within three (including, without limitation, any rights under Section 238 3) Business Days of the Companies Act (as defined under date of this Agreement) deliver a written notice to each such Person to the Support effect that the Company Parties are ending all such solicitations, communications, activities, discussions or negotiations with such Person, 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 Merger Sub.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to From the subject matter date of this Agreement and ending on the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur earlier of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) Closing and (ii) the termination of this Agreement in accordance with Section 9.01, the terms hereofCompany shall not, provided and shall cause the Company Subsidiaries and its and their respective Representatives not to, directly or indirectly, (A) enter into, knowingly 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, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, 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 cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (C) enter into any contract or other arrangement or understanding regarding an Alternative Transaction, (D) 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 Interests of the Company or any of the Company Subsidiaries or (F) amend or grant any waiver or release under any standstill or similar agreement with respect to this sub-section (b), this Section 2.12 shall in any event terminate at class of Equity Interests of the Effective TimeCompany or any of the Company Subsidiaries; provided that in any event 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 2.12 7.04(a). The Company shall, and shall not apply to agreements, arrangements, understandings or discussions between an Investor cause the Company Subsidiaries and its Permitted Transferees; and provided further that notwithstanding anything their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. If the Company or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the contrary hereinClosing, following 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 respect 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 Non-Consenting Investor pursuant 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 Section 2.4.1, the foregoing clauses (iv) a Parent Acquisition Proposal and (vii) Parent shall, and shall cause its Representatives to, (A) terminate immediately any negotiations with any Person relating to a Parent Acquisition Proposal and (B) promptly advise the Company in writing of this Section 2.12 any proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall cease not be required to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with inform the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 Company of the Companies Act (as defined under identity of the Support Agreement)person making such proposal or the material terms thereof).

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect Prior to the subject matter of this Agreement Closing, without Purchaser’s prior written consent, neither the Company nor any Company Subsidiary shall, directly or indirectly, take (and the Merger Agreement Company shall not authorize or permit any other similar transaction involving directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or any of its Subsidiaries (including any transaction that involves a material portion of the assets representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of its Subsidiaries) furnishing non-public information), solicit, initiate or dofacilitate any Acquisition Proposal, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including enter into any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information agreement with respect to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to sell abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless Purchaser otherwise transfer consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions or dispose ofnegotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including, without limitationbut not limited to, by way the identity of tender or exchange offerthe Person and its Affiliates making the same, an interest that it may receive in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Companysuch Acquisition Proposal, potential Acquisition Proposal, or inquiry, or of any rightinformation requested from it or of any negotiations or discussions being sought to be initiated with it, title shall furnish to the Purchaser a copy of any such proposal or interest thereto inquiry, if it is in writing, or therein; (vi) deposit a reasonably accurate written summary of any Company Shares such proposal or other securities inquiry, if it is not in writing, and shall keep the Company into Purchaser informed on a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust reasonably prompt basis with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that developments with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))foregoing.

Exclusivity. Other than transfers From and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of after the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) ending on the termination earlier of the Closing Date or the date this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor is terminated pursuant to Section 2.4.110.1 (the “Exclusivity Period”), the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to, initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any rights under Section 238 information to, any Person concerning any sale, exclusive license or other form of disposition of any material Assets (other than sales of Products in the ordinary course of Seller’s business) or any transaction involving the Assets similar to any of the Companies Act 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 ownership of the Assets shall be considered a disposition of the Assets. Seller represents that it is not bound by any Acquisition Proposal other than as defined under contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Assets, Seller shall promptly notify Buyer of such Acquisition Proposal or request (including, without limitation, the Support Agreement)identity of the Person making, and the terms of, such Acquisition Proposal or request).

Exclusivity. Other than transfers The Target Company and assignments the Sellers agree that, between the date hereof and the earlier date between the Closing Date and the termination of Commitments this Agreement, they shall not and shall take all necessary actions to ensure that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors their Subsidiaries or any of their respective Affiliates or representatives shall, directly or Affiliates indirectly： (a) Solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) to directly or indirectly acquire or purchase all or any part of the share capital of or other equity or ownership interest in any Group Companies or assets of the Target Company or any of its Subsidiaries, (ii) to enter into any merger, consolidation or other business combination with respect to the subject matter of this Agreement and the Merger Agreement any Group Companies, or (iii) to enter into a recapitalization, reorganization or any other similar extraordinary business transaction involving any Group Companies; or (b) Participate in any discussions, conversations, negotiations or other communications, or furnish any information to any other Person or cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers shall immediately terminate and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any of the foregoing. The Target Company and the Sellers shall promptly (but in any event within 24 hours) notify the Buyer in writing if any such quotation or offer, or any inquiry or other contact with any Person in connection therewith, is made. Any such notice to the Buyer shall specify in reasonable detail the identity of the Person making such quotation, offer, inquiry or other contact and the terms and conditions of such quotation, offer, inquiry or other contact. Without the prior written consent of the Buyer, the Target Company and the Sellers shall not, and shall cause each Subsidiary of the Target Company not to release any Person from, or waive any term of, any confidentiality or standstill agreement to which the Sellers or the Target Company or any of its Subsidiaries (including any transaction that involves is a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))party.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) Neither of Sellers shall, nor shall any of their officers, directors, employees, partners, stockholders, Affiliates, Subsidiaries, investment bankers, attorneys, accountants, consultants or other agents or advisors (the “Representatives”), directly or indirectly, (A) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (B) enter into or participate in any discussions or negotiations with, furnish any information relating to Sellers or Division or afford access to the business, properties, assets, books or records of Sellers or Division or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal, (C) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Sellers or any Subsidiary of Parent or (D) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates agreement with respect to an Acquisition Proposal. (ii) Notwithstanding §5(g)(i) above and subject to §5(g)(iv) below, if Sellers and the subject matter Representatives have not breached or violated any provision of this Agreement §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 the Merger Agreement or any other similar transaction involving the Company furnish to such Third Party nonpublic information relating to Parent or any of its Subsidiaries pursuant to a confidentiality agreement (including 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 transaction non-appealable, final action that involves 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 material portion majority of the assets Non-Affiliated Directors determine in good faith, after considering written advice of the Company 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 actions referred 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 Buyer promptly (but in no event later than 24 hours) after receipt by Parent (or any of its SubsidiariesRepresentatives) or doof any Acquisition Proposal, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any indication that a third party with a view is considering making an Acquisition Proposal or of any request for information relating to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company Parent or any of its Subsidiaries (including any transaction that involves a material portion or for access to the business, properties, assets, books or records of the assets of the Company Parent or any of its Subsidiaries); (iv) (A) acquire Subsidiaries by any Company Shares or other securities in the Companythird party that may be considering making, or has made, an Acquisition Proposal. Parent shall provide such notice orally and within one (1) business day in writing and shall identify the third party making, and the terms and conditions of, any rightsuch Acquisition Proposal, title indication or interest thereto or therein, other than request. Parent shall provide within one (x1) its Rollover Shares or securities business day of receipt a copy of any documentation of the Company convertible terms of any such inquiry, proposal or exchanged from the Rollover Shares or (y) securities offer, and thereafter shall keep Buyer informed, on a current basis, of the Company granted pursuant status and terms of any such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to above). Parent shall, and shall cause the Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust date hereof with respect to any Company Shares Acquisition Proposal and shall use all reasonable efforts to cause any such third party (or other securities its agents or advisors) in possession of confidential information about Parent or its Subsidiaries to return or destroy all such information. (iv) In the Company; (viievent Parent receives a Superior Proposal, Parent and its board of directors shall not take any actions referred to under §5(g)(ii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not above until Parent has negotiated in writing and whether or not legally binding) good faith with any other person regarding Buyer with respect to the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor terms of the transactions contemplated by this Agreement for a period of one (1) year following 10 business days from the date that it becomes a Failing Investor Buyer receives written notice of all material terms and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary conditions of the date Superior Proposal (including any documents related thereto) as set forth in §5(g)(iii) above. In the event Parent subsequently receives any amendments or changes to such Superior Proposal, Parent and its board of this Agreement (which may be extended as jointly agreed by all Partiesdirectors shall not take any actions referred to under §5(g)(ii) and (ii) the termination of this Agreement above until Parent has negotiated in accordance good faith with the terms hereof, provided that Buyer with respect to the terms of the transactions contemplated by this sub-section Agreement for a period 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 (b), this Section 2.12 including any documents related thereto) as set forth in §5(g)(iii) above and such written notice shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor specify if Parent and its Permitted Transferees; and provided further that notwithstanding anything board of directors intend to the contrary herein, following the termination of this Agreement with respect take any actions referred to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (ivunder §5(g)(ii) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))above.

Exclusivity. Other than transfers (a) Seller shall not, and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written not authorize or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or permit any of their respective representatives or its Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries or their Representatives to, directly or indirectly, (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiariesi) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seekencourage, solicit, initiate, encouragefacilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, facilitateor provide any information to, induce any Person concerning a possible Acquisition Proposal; or (iii) enter into any negotiation, discussion, agreement agreements or understanding other instruments (whether or not in writing and whether or not legally binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other person regarding than Buyer or any of its Affiliates) relating to the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period direct or indirect disposition, whether by sale, merger or otherwise, of one (1) year following all or any portion of the date that it becomes a Failing Investor and Target Business or the Purchased Assets. (b) In addition to each Investor the other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), obligations under this Section 2.12 6.06, Seller shall promptly (and in any event terminate at the Effective Time; provided that within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any event this Section 2.12 shall not apply to agreementsAcquisition Proposal, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement any request for information with respect to any Non-Consenting Investor pursuant to Section 2.4.1Acquisition Proposal, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives or any and all of his/her/its dissenter’s rights in connection with the Transactions inquiry with respect to any or which could reasonably be expected to result in an Acquisition Proposal, the material terms and all Rollover Shares beneficially owned by it/him/her (includingconditions of such request, without limitationAcquisition Proposal or inquiry, any rights under Section 238 and the identity of the Companies Act Person making the same. (as defined under c) Seller agrees that the Support Agreement))rights and remedies for noncompliance with this Section 6.06 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except Except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to expressly permitted by the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the following provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwiseSection 5(g), including any adjournmentthe Company shall not, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement Company shall not authorize or permit any other similar transaction involving the Company officer, director or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Companyemployee of, or any rightfinancial advisor, title attorney, accountant or interest thereto other advisor or thereinrepresentative retained by, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seekto, solicit, initiate, encourage, facilitateendorse, induce or enter into any negotiationagreement with respect to, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with take any other person regarding action to knowingly facilitate, any inquiries or the matters described in Section 2.12(i) making of any proposal that constitutes, or may reasonably be expected to Section 2.12(vilead to, any Acquisition Proposal (as defined below). This Section 2.12 Notwithstanding the foregoing, nothing contained in this Letter shall continue to apply (a) to each Failing Investor for a period prevent the Board of one (1) year following Directors of the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of Company from (i) furnishing information to, entering into discussions or negotiations with, or consummating the onesale of assets of WellCare-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and NY relating to its commercial HMO products, (ii) the termination of this Agreement in accordance furnishing information or entering into discussions or negotiations with the terms hereof, provided that or consummating any Acquisition Proposal with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings person or discussions between an Investor entity if and its Permitted Transferees; and provided further that notwithstanding anything only to the contrary hereinextent (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, following based upon the termination advice of this Agreement counsel, or (B) directed to so act by New York of Connecticut HMO regulatory authorities, (iii) complying with respect to any Non-Consenting Investor pursuant to Section 2.4.1Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, the foregoing clauses or (iv) and (v) making any disclosures to the Company's shareholders if the Board of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 Directors of the Companies Act (as defined under 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 a proposal by Purchaser or its Affiliates, or offer to acquire in any manner an equity interest in the Support Agreement))Company or its subsidiaries or the assets of the Company or its subsidiaries.

Exclusivity. Other than transfers and assignments of Commitments Seller hereby agrees that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to from the subject matter of this Agreement and date hereof until the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions termination of this Agreement or the TransactionsClosing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (a) invest in, or acquire, Seller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (iic) voteany merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any of the foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be votedterminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or termination of this Agreement, at every shareholder Seller agrees to notify Buyer immediately if any offer, indication of interest or stakeholder meeting proposal (whether by formal or informal, oral, written consent or otherwise), or any inquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of them or their Representatives, including any adjournment, recess or postponement thereof, its Company Shares against the approval identity of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other proposing person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that this provision shall not in any event this Section 2.12 shall not apply way be deemed to agreements, arrangements, understandings limit the obligations of or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to their respective Representatives set forth in the contrary herein, following the termination first sentence of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))paragraph.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement until the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (which may be extended as jointly agreed by all Partiesi) and (ii) the termination of this Agreement in accordance with the terms hereofsolicit, provided that with respect to this sub-section (b)encourage, this Section 2.12 shall initiate, review, accept, support, approve or participate in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings negotiations or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant offer or proposal (formal or informal, oral, written or otherwise) to Section 2.4.1acquire all or any part of the Assets or the Business, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each of the foregoing clauses foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person 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 constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iv) and agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Section 2.12 Agreement, Seller shall cease cease, and shall cause its Representatives to apply cease, immediately and cause to such be terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection existing discussions or negotiations with the Transactions any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all Rollover Shares beneficially owned confidential information with respect thereto furnished by it/him/her (including, without limitation, any rights under Section 238 Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Companies Act Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (as defined under and in any event within two (2) Business Days) of the Support Agreementreceipt 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. Seller shall instruct each of its Representatives to observe the terms of this Section 7.7. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 7.7 by any Representative, whether or not such Person is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Section 7.7

Exclusivity. Other than transfers and assignments of Commitments that are made Neither the Company nor any Beneficial Holder nor anyone acting on their behalf is currently involved, directly or indirectly, in accordance with any activity which is intended to, nor for so long as this Agreement and except as set out is in Exhibit D heretoeffect, no Investor and none of such Investor’s Affiliates shall the Company, any Beneficial Holder or anyone acting on their behalf, directly or indirectly, (ia) enter into encourage, solicit, initiate or participate in discussions or negotiations with, or provide any written information to or oral agreement, arrangement or understanding (whether legally binding or not) cooperate in any manner with any Person, other potential investor than Buyer or acquiror its Affiliates (each an “Excluded Person,” and collectively “Excluded Persons”), or group an officer, partner, employee or other representative of investors or acquirors an Excluded Person, concerning the sale of all or any part of their respective representatives or Affiliates with respect to the subject matter Business, any of this Agreement and the Merger Agreement or any other similar transaction involving the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any of its Subsidiaries (including any transaction that involves a material portion of the assets capital stock or other securities of the Company or any of its Subsidiaries) or do, anything which is inconsistent with whether such transaction takes the provisions form of this Agreement or the Transactions; (ii) votea sale of stock, assets, merger, consolidation, or cause issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to be voted, at every shareholder submit) of any inquiry or stakeholder meeting (whether by written consent proposal contemplating the sale of all or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval part of the Merger Agreement or any Business, the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter sale of this Agreement and the Merger Agreement or any other similar transaction involving the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any of its Subsidiaries (including any transaction that involves a material portion of the assets capital stock, membership interests or other securities of the Company or any of its Affiliates or Subsidiaries); (iv) (A) acquire any Company Shares , whether such transaction takes the form of a sale of equity, assets, merger, consolidation or other securities in the Companyotherwise, or issuance of debt securities or making of a loan or any rightjoint venture or partnership or (iii) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company or the Beneficial Holders shall promptly (within 24 hours) communicate to Buyer the terms of any proposal, title contract or interest thereto or therein, other than (x) its Rollover Shares or securities sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to Buyer. The notice of the Company convertible or exchanged from and each Beneficial Holder under this Section 5.4 shall include the Rollover Shares or (y) securities identity of the Company granted pursuant to the Company’s existing equity incentive plans person making such proposal or issuable upon exercise offer, copies (if written) or settlement a written description of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (Bif oral) sell, offer to sell, give, pledge, encumber, assign, grant thereof and any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding such information with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which as Buyer may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))reasonably request.

Exclusivity. Other than transfers and assignments The Company agrees that after the date hereof until the earlier of Commitments that are made the Closing or the termination of this Agreement in accordance with this Agreement its terms, it shall not, and except as set out it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Subsidiaries not to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in Exhibit D heretoany discussions or negotiations regarding, no Investor and none or furnish to any Person any information with respect to, or cooperate in any way or take any other action knowingly to facilitate or encourage any inquiries or the making of such Investorany proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s Affiliates shall or any Company Subsidiaries’ securities; or (id) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the subject matter Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the Merger Agreement or restrictions set forth above, in which case, Parent will be entitled to receive any other similar transaction involving information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or any proposal for, or indication of its Subsidiaries (including any 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 a material portion any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Transactions.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to From the subject matter of this Agreement and Effective Date until the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement Closing or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the earlier termination of this Agreement in accordance with Article VIII, Seller Parties shall not (and shall cause the terms hereofGroup 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 (an “Acquisition Proposal”) 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), (a) immediately cease and cause to be terminated any and all Contracts, discussions and negotiations with any Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) 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 this sub-section the status of the foregoing. Seller Parties agree not to (band to cause the Group Companies not to), this Section 2.12 shall in without the prior consent of the Buyer, release any event terminate at the Effective Time; provided that in Person from, or waive any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitationprovision of, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))standstill agreement or confidentiality agreement to which any Group Company is a party or is otherwise bound.

Exclusivity. Other than transfers (a) In consideration of the expenditure of time, effort and assignments of Commitments that are made expense to be undertaken by Purchaser in accordance connection with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter preparation of this Agreement and the Merger Agreement 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 other similar transaction involving of the foregoing will, directly or indirectly: (i) continue, solicit, initiate, facilitate or encourage any inquiries or the making of any proposal with respect to (A) the sale or issuance by the Company or any Subsidiary of its Subsidiaries any Common Stock, Preferred Stock or other Equity Securities of the Company or any Subsidiary to any Person other than Purchaser or (including B) any transaction that involves a material portion merger, consolidation, sale of all or substantially all of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with and the provisions of this Agreement or the Transactions; (ii) voteSubsidiaries taken as a whole, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction business combination involving the Company or any of its Subsidiaries Subsidiary and any other Person other than Purchaser (including any transaction that involves a material portion of the assets of transactions described in the Company or any of its Subsidiariesforegoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ivii) (A) acquire negotiate, explore or otherwise engage in discussions with any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, 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 a proposal for a Competing Transaction; (xiii) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding either with respect to sell a Competing Transaction or otherwise transfer with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; or dispose of(iv) provide any information to any Person which may reasonably be expected to solicit, includinginitiate, without limitationfacilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, by way of tender or exchange offerhowever, an interest that, subject to 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 Company Shares of the conduct or activities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) in response to an unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other securities in 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 an appropriate confidentiality agreement concerning the Company and the Subsidiaries, (“Transfer”); bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and (vcc) enter entering into any contractagreement, option or other arrangement or understanding with such New Competing Party with respect to a Transfer 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 limitation on voting rights of negotiations with any Company Shares or party (other securities in the Company, or than any right, title or interest thereto or therein; (viDisclosed Competing Party) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Competing Transaction. The Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not agrees to promptly advise Purchaser in writing and whether or not legally binding) with any other person regarding of the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur existence of (i) any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any information requested from, or any negotiations or discussions sought to be initiated or continued with, the one-year anniversary Company, the Subsidiaries, their respective Affiliates, or any of the date respective directors, officers, employees, agents or representatives of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement foregoing, in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in each case from any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her party (including, without limitation, any rights under Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to 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 violation of this Section 238 6.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Companies Act Company, the Subsidiaries and their respective Affiliates, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.1 by the Company. (as defined 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 Support AgreementExchange 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 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 Competing Transaction.

Exclusivity. Other than transfers (a) In recognition of the time that will be expended and assignments of Commitments the expense that are made will be incurred by Buyer in accordance connection with the transactions contemplated hereby, until such time, if any, as this Agreement is terminated pursuant to Article 10, Seller will not and except as set out will not cause its officers, directors, employees, attorneys, financial advisors, agents or other representatives to, directly or indirectly, (a) encourage, solicit, engage in Exhibit D heretonegotiations or discussions about, no Investor and none of such Investor’s Affiliates shall or provide information with respect to, any inquiry or proposal (an “Acquisition Proposal”) relating to (i) enter into the possible direct or indirect acquisition of all or any written portion of the Business, whether through the acquisition of the stock, other ownership interests in Seller, or oral agreementall or substantially all of the assets of Seller or any business or division of Seller, arrangement or understanding (whether legally binding ii) any business combination with or notinvolving Seller or (b) discuss or disclose 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 other than as result of a violation hereof) with or to any Person other potential investor than Buyer without the prior written consent of Buyer. Nothing contained in this Agreement shall prohibit Seller or acquiror 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 group 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 investors this Agreement, Seller receives an unsolicited Acquisition Proposal that 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 permitted 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 appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (iii) if required by fiduciary duties, make a change in or acquirors withdraw the recommendation of the Board of Directors to the shareholders of Seller (or any of their respective representatives or Affiliates decline to make such a recommendation, if not previously made) with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger transaction contemplated by this Agreement or any (a “Change in Recommendation”); provided, however, that within five (5) business days after receipt of such Acquisition Proposal, Seller shall provide to Buyer a summary of the transactions as contemplated thereby; (iii) provide any material terms and conditions of such Acquisition Proposal, including the identity of the Bidder, and the same confidential information to any third party with a view disclosed to the third party or Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any other person pursuing or considering decision by Seller’s Board of Directors to pursue 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 subject matter date of this Agreement and such notice, during which period Buyer shall have the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant opportunity to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant propose revisions to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may 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 extended as jointly agreed permitted to disclose to the Bidder a summary of the material terms and conditions of any revised or alternative proposal submitted by all Parties) and Buyer pursuant to this Section 11.14(b), subject to the terms of the nondisclosure agreement contemplated by clause (ii) of the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) first sentence of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)11.14(b).

Exclusivity. Other than transfers (a) Seller shall, and assignments of Commitments shall cause its Subsidiaries, affiliates and Representatives not to, solicit, initiate or knowingly facilitate or encourage (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 are made would reasonably be expected to lead to, a Competing Transaction, or enter into discussions or negotiate with any Person in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none furtherance of such Investor’s Affiliates shall an inquiry, proposal or offer or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction. (ib) enter into any written or oral agreementIf Seller, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company 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 do, anything which is inconsistent with the provisions officer of this Agreement Seller or the Transactions; (ii) voteby any of Seller’s other affiliates, or cause to be votedits or their respective Representatives, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including of any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement Competing Proposal or any the transactions as contemplated thereby; (iii) provide any information proposals or inquiries that could reasonably be expected to any third party with lead to a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the CompanyCompeting Proposal, or any right, title inquiry or interest thereto request for nonpublic information relating to the Business by any Person who has made or therein, other than (x) its Rollover Shares or securities could reasonably be expected to make any Competing Proposal. Such notice shall indicate the identity of the Company convertible Person making the Competing Proposal, inquiry or exchanged from request, and the Rollover Shares material terms and conditions of any such proposal or (y) securities offer or the nature of the Company granted information requested pursuant to the Company’s existing equity incentive plans such inquiry or issuable upon exercise request, including unredacted copies of all written requests, proposals or settlement offers, including proposed agreements received by Seller or, if such Competing Proposal is not in writing, a reasonably detailed written description of the equity incentive awards granted by material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or proposed amendments to such material terms of any such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as Purchaser may reasonably request regarding the Company under its existing equity incentive plans pursuant status and material terms of any such Competing Proposal or potential Competing Proposal (including as to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant nature of any option for the sale information requested of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding Seller with respect thereto). (c) Sellers shall not amend, terminate, waive or fail to a Transfer or limitation on voting rights enforce any provisions of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust confidentiality agreement with respect to any Company Shares or other securities in the Company; (vii) seekpotential Competing Transaction, solicitand promptly request, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereofof any such confidentiality agreement, provided that with respect to this sub-section the return or destruction of any confidential information previously furnished pursuant thereto. (b), d) Any breach of any of the covenants in this Section 2.12 5.15 by any affiliates or Representatives of Seller shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned be deemed a breach by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Seller.

Exclusivity. Other than transfers and assignments From the date hereof until the earlier of Commitments the Closing or the termination of this Agreement, Holdings agrees that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into neither it nor any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or Affiliate nor any of their respective officers, directors or representatives will (a) negotiate with any other Persons with respect to a sale, merger, consolidation, reorganization or Affiliates other 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) solicit or respond to any offers, bids, negotiations or inquiries with respect to a Holdings Acquisition Proposal; (c) furnish any information with respect to the subject matter business, activities, operations, assets or liabilities of this Agreement and the Merger Agreement Holdings, or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or domatters, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries Persons whatsoever (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (xas described in this Agreement) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer Holdings Acquisition Proposal; or limitation on voting rights (d) proceed or continue with negotiations in respect of any Company Shares or other securities a Holdings Acquisition Proposal which may be in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary progress as of the date of this Agreement (which may Agreement. Notwithstanding the foregoing, Holdings shall be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect permitted to this sub-section (b), this Section 2.12 shall engage in any event terminate at negotiations with, or furnish any information to, any Person from which it has received an unsolicited bona fide written Holdings Acquisition Proposal if its Board of Directors in good faith concludes (following receipt of a written opinion from its outside legal counsel) that the Effective Time; provided that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. “Superior Proposal” means a bona fide written Holdings Acquisition Proposal obtained not in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) breach of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all 7.11 on terms that the Board of his/her/its dissenter’s rights Directors of Holdings in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her good faith concludes (including, without limitation, any rights under Section 238 following receipt of the Companies Act (as defined under advice of its financial advisors and outside legal counsel) are more favorable from a financial point of view to the Support Agreement))stockholders of Holdings then the Merger.

Exclusivity. Other than transfers and assignments of Commitments that are made Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with the other Consortium Members to implement the Transaction in accordance with this Agreement and except as set out in Exhibit D heretoshall not discuss with any third party regarding any transaction relating to the Company or the Securities; (b) each Consortium Member shall not, no Investor and none shall cause its/his/her Affiliates not to, without the prior knowledge and written consent of such Investor’s Affiliates shall the other Consortium Members, directly or indirectly, either alone or with any of its/his/her Affiliates: (i) enter into any written make a Competing Proposal or oral agreementjoin with, arrangement or understanding (whether legally binding or not) with invite, any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause Person to be voted, at every shareholder involved in the making of any Competing Proposal or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party other Person with a view to the third party pursue or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves evaluate a material portion of the assets of the Company or any of its Subsidiaries)Competing Proposal; (ivii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing Proposal; (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (Biii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, any Securities except as contemplated under this Agreement and the Documentation, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”)with respect thereto; (viv) enter into any contractagreement, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or thereinSecurities except as contemplated under this Agreement and the Documentation; (viv) deposit any Company Shares or other securities in the Company 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 Company Shares Securities except as contemplated under this Agreement and the Documentation or other securities in to expressly support the CompanyTransaction; (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) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiationwritten or oral agreement, discussion, agreement arrangement or understanding (whether legally binding or not in writing and whether not) regarding, or not legally bindingdo or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) with aid, abet, counsel or induce any other person regarding the matters described Person in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary doing any of the date things mentioned in the foregoing provisions of this Agreement Section 9.1(b); and (which may be extended as jointly agreed by all Partiesc) and (ii) each Consortium Member shall notify the termination other Consortium Members immediately if it/he/she or any of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in its/his/her Affiliates or Representatives receives any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings approach or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement communication with respect to any Non-Consenting Investor pursuant Competing Proposal and shall disclose to Section 2.4.1, the foregoing clauses (iv) other Consortium Members the identity of any other Persons involved and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any the nature and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 content of the Companies Act (as defined under the Support Agreement))approach or communication.

Exclusivity. Other than transfers With the exception of the Potential Transaction, during the period beginning on the date hereof and assignments ending at the earlier of Commitments (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that are made in accordance Cavium has determined not to proceed with this Agreement and except the Potential Transaction, QLogic nor any of its Representatives (as set out in Exhibit D heretodefined below) will, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into agree to, solicit, initiate, or knowingly encourage any written expression of interest, offer, proposal or oral agreementinquiry from any party relating to any potential acquisition, arrangement sale, merger or understanding (whether legally binding consolidation, or not) with any other potential investor tender offer or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates exchange offer with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company to, QLogic or any of its Subsidiaries (including subsidiaries, or any transaction that involves a acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the Company books and records of QLogic or any of its Subsidiaries) or dosubsidiaries in connection with, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) votean Acquisition Proposal, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to release any third party with a view from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company which QLogic or any of its Subsidiaries (including direct or indirect subsidiaries is a party in connection with any transaction that involves a material portion of the assets of the Company Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its SubsidiariesRepresentatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond); (iv) (A) acquire any Company Shares , and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or other securities 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 the Companywriting, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities a summary of the Company convertible material terms and conditions of such expression of interest, offer, proposal or exchanged from the Rollover Shares or (y) securities inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofsuch entity, including, without limitation, by way the direct and indirect subsidiaries of tender or exchange offersuch entity, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor such entity’s and its Permitted Transferees; and provided further that notwithstanding anything to the contrary hereinaffiliates’ directors, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1officers, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her employees, representatives (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))financial advisors, attorneys and accountants) or agents.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with this Agreement and except as set out in Exhibit D heretothe other Consortium Members to implement the Transaction, no Investor and none of such Investor’s Affiliates shall including to (i) enter into any evaluate the Company; and (ii) conduct negotiations, prepare and finalize the Documentation; (b) each Consortium Member shall not, without the foreknowledge and written consent of the other Consortium Members, directly or oral agreementindirectly, arrangement either alone or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries Connected Persons: (including any transaction that involves i) make a material portion of the assets of the Company Competing Proposal or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) votejoin with, or cause invite, any other person to be voted, at every shareholder involved in the making of any Competing Proposal or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party other person with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries)Competing Proposal; (ivii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance in support of any Competing Proposal; (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (Biii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofsell, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in Securities except as contemplated under this Agreement and the Company (“Transfer”)Documentation; (viv) enter into any contractagreement, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or thereinSecurities except as contemplated under this Agreement and the Documentation; (viv) deposit any Company Shares or other securities in the Company 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 Company Shares Securities; (vi) take any action that would have the effect of preventing, disabling or other securities in the Companydelaying such Consortium Member from performing its obligations under this Agreement; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiationwritten or oral agreement, discussion, agreement arrangement or understanding (whether legally binding or not in writing and whether not) regarding, or not legally bindingdo or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) with aid, abet, counsel or induce any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary doing any of the date things mentioned in clause 6.1(b); and (c) each Consortium Member shall notify the other Consortium Members immediately if it or any of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in its Connected Persons or Representatives receives any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings approach or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement communication with respect to any Non-Consenting Investor pursuant Competing Proposal and shall disclose to Section 2.4.1, the foregoing clauses (iv) other Consortium Members the identity of any other persons involved and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any the nature and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 content of the Companies Act (as defined under the Support Agreement))approach or communication.

Exclusivity. Other than transfers During the Contract Period, Seller shall not, and assignments shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall not authorize or permit any of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretothe foregoing to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into solicit, initiate, seek or knowingly encourage any written inquiry, proposal or oral agreementoffer from, arrangement or understanding any Person (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of than the Purchasers and their respective representatives or Affiliates with respect to the subject matter of transactions contemplated by this Agreement, the Real Estate Purchase Agreement and the Merger Agreement Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby) regarding any offer or 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 other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets Business (excluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement Integrated Resort or the Transactions; 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 “Offer”), (ii) votefurnish any information to, or cause to be voted, at every shareholder participate in any negotiations or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose ofdiscussions with, or enter into any agreementagreement in principle, arrangement arrangement, understanding or understanding to sell or otherwise transfer or dispose ofContract with, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust Person with respect to any Company Shares Offer, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Offer or (iv) otherwise resolve, propose or agree to do any of the foregoing. Seller agrees that any such discussions, negotiations and other securities communications in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary progress as of the date of this Agreement shall immediately be terminated and shall request that any confidential information regarding the Business and held by any Person in connection with such discussions, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into any agreement (which may be extended including any confidentiality or non-disclosure agreement) concerning any such third-party transaction. Seller shall notify the Purchasers as jointly agreed by all Parties) promptly as reasonably practicable upon any Offer that is in writing and (ii) is a bona fide offer or proposal to acquire the termination Business, the Integrated Resort, the fee and related interests of this Agreement in accordance with the terms hereof, provided that Sands Arena Landlord LLC and VCR with respect to this sub-section (b), this Section 2.12 shall in any event terminate the MSG Sphere at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitationVenetian, any rights under Section 238 of the Companies Act (as defined under Acquired Assets or any of the Support Agreement))Acquired Interests.

Exclusivity. Other than transfers (a) ▇▇▇▇ agrees that it shall not, and assignments that it shall direct its Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to any portion of Commitments 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 are made in accordance it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with this Agreement and except as set out in Exhibit D heretoany Persons conducted heretofore with respect to any Acquisition Proposal. Furthermore, no Investor and none neither the ▇▇▇▇ board of such Investor’s Affiliates directors nor any committee thereof shall (i) enter into any written withdraw or oral agreementmodify in a manner adverse to ITOCHU, arrangement or understanding (whether legally binding publicly propose to withdraw or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect modify in a manner adverse to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of ITOCHU, its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions recommendation of this Agreement or the Transactions; transactions contemplated hereby, or (ii) voteapprove or recommend, or cause 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 to a Superior Proposal, (x) furnish information with respect to ▇▇▇▇ and its subsidiaries, the Business or any Acquired Entity to the 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 votedable to comply with its obligations under this Agreement); provided, however, that ▇▇▇▇ shall promptly (and in any event within forty-eight (48) 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 consultation 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 every shareholder or stakeholder meeting least five (whether by written consent or otherwise5) days (the “Notice Period”) before making an Adverse Recommendation Change and terminating this Agreement, of 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), including any adjournment(2) identify the Person making such Superior Proposal, recess or postponement thereof, its Company Shares against the approval and (3) include a copy of the Merger most current version of the proposed agreement (or other transaction document) relating to 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 this Agreement or such that such Acquisition Proposal ceases to constitute a Superior Proposal if ITOCHU, in 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 transactions terms and conditions of this Agreement agreed to by ITOCHU during the Notice Period, provided, further, that if, as contemplated thereby; 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) provide any information to any third party with a view to ▇▇▇▇ or the third party or any other person pursuing or considering to pursue the subject matter ▇▇▇▇ board of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than directors may (x) take and disclose to its Rollover Shares stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or securities Item 1012(a) of Regulation M-A promulgated under the Company convertible Exchange Act (or exchanged from make any similar communication to stockholders in connection with the Rollover Shares making or amendment of a tender offer or exchange offer) or (y) securities make any required disclosure to ▇▇▇▇’▇ stockholders, in each case, if in the good faith judgment of the Company granted pursuant ▇▇▇▇ board of directors, after consultation with outside legal counsel, failure to the Company’s existing equity incentive plans do so would reasonably be expected to violate its obligations under applicable Legal Requirements. (iv) It is understood and agreed that any determination or issuable upon exercise or settlement of the equity incentive awards granted action by the Company ▇▇▇▇ board of directors permitted under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 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 terminate at 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 Effective Time; provided that in identity of the Person making any event this Section 2.12 such Acquisition Proposal, inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request. ▇▇▇▇ shall not apply to agreementskeep ITOCHU fully informed, arrangementson a reasonably current basis, understandings of the status and material terms of any such Acquisition Proposal, including any material amendments or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything proposed amendments to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))material terms thereof.

Exclusivity. Other than transfers In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the Effective Date and assignments of Commitments that are made ending at 5:30 p.m. in accordance with this Agreement Boston, MA, on the forty-fifth day following the Effective Date (the “Exclusivity Period”), World Energy shall not, and except as set out in Exhibit D heretoshall cause its directors, no Investor President/Chief Executive Officer, Chief Financial Officer, other employees, investment bankers, attorneys, financial advisors and none of such Investor’s Affiliates shall other advisors or agents (collectively, the “World Energy Representatives”) not to, directly or indirectly: (i) initiate, solicit, encourage (including by way of providing information), facilitate or induce the submission of any inquiries, proposals or offers that constitute or 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 Transaction; (iv) enter into any written or oral letter of intent, agreement in principle, merger agreement, arrangement financing agreement, acquisition agreement, option agreement or understanding other similar agreement relating to any Acquisition Transaction; or (whether legally binding or notv) with approve any other potential investor or acquiror or group of investors or acquirors transaction or any third party becoming an “interested stockholder” under Section 203 of their respective representatives the Delaware General Corporation Law or Affiliates with respect otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the subject matter World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Agreement and Amendment. Except as expressly set forth in Section 8A(1) hereof, the Merger Agreement expiration of the Exclusivity Period hereunder will not terminate or any other similar transaction involving the Company or otherwise affect any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the other provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding Seller Parties (whether legally binding directly or notindirectly through their officers, directors, agents or other representatives) with any other potential investor will not (a) solicit, initiate discussions, engage in or acquiror encourage discussions or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) votenegotiations with, or cause to be voted, at every shareholder accept or stakeholder meeting (whether by written consent or otherwise), including consider any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, proposal or enter into any agreement, arrangement including any non-disclosure agreement, with, any party relating to or understanding to sell in connection with (i) the possible acquisition of the Acquired Entities or otherwise transfer or dispose of, including, without limitation, any of their Subsidiaries (by way of tender merger, share purchase, asset purchase, license, lease or exchange offerotherwise), an interest in (ii) the possible acquisition of any Company Shares 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 securities in transaction outside of the Company 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 “TransferRestricted Transaction”); , or (vb) enter into disclose any contractnon-public information relating to either of the Acquired Entities or any of their Subsidiaries or afford access to the properties, option books or records of either of the Acquired Entities or any of their Subsidiaries, to any person (other arrangement than Buyer or understanding its representatives) in connection with a proposed Restricted Transaction. Upon receipt of any offer or proposal with respect to a Transfer Restricted Transaction or limitation on voting rights any request for nonpublic information or inquiry that Seller Parties reasonably believe could lead to a proposal for a Restricted Transaction, the Sellers will promptly (and in any event within one (1) Business Day) provide Buyer with a copy of any Company Shares written Restricted Transaction proposal, request or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into inquiry received and a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust written statement with respect to any Company Shares non-written Restricted Transaction proposal request or other securities inquiry received, which statement will include the identity of the parties making the proposal and the terms thereof, and will promptly (and in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of event within one (1) year following Business Day) advise Buyer of any material modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the date that it becomes a Failing Investor status and (b) to each Investor other than the Failing Investors until the later to occur details of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Restricted Transaction proposal.

Exclusivity. Other than transfers (a) During the Pre-Closing Period, the Osmotica Shareholders, Osmotica and assignments of Commitments that are made in accordance with this Agreement New HoldCo shall not, and except as set out in Exhibit D heretoshall cause their respective subsidiaries not to, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or not permit any of their respective representatives Representatives to, directly or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any other similar transaction involving a merger, consolidation, share exchange, business combination, purchase or disposition of any securities, or the Company purchase or any disposition of its Subsidiaries (including any transaction that involves a material portion of the assets of any of the Company Osmotica Companies or New HoldCo or any capital stock of its Subsidiaries) any of the Osmotica Companies or doNew HoldCo other than the Transactions (an “Osmotica Acquisition Transaction”), anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteknowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be votedfurnished, at every shareholder to any person or stakeholder meeting (whether by written consent entity, any information concerning the business, operations, properties or otherwise), including assets of any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Transaction, (iv) enter into any the transactions as contemplated thereby; (iii) provide any information agreement, letter of intent, term sheet or other documentation with respect to any third party with a view to the third party Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person pursuing or considering entity to pursue do or seek any of the subject matter foregoing. The Osmotica Shareholders, Osmotica and New HoldCo shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any of this Agreement 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 Transaction within one Business Day of receiving or becoming aware of any such inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer). (b) During the Merger Agreement 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 other similar transaction involving a merger, consolidation, share exchange, business combination, purchase or disposition of any securities, or the Company purchase or any disposition of its Subsidiaries (including any transaction that involves a material portion of the assets of any of the Company Vertical/Trigen Companies or any capital stock of its Subsidiariesany 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 person or entity, any information concerning the business, operations, properties or assets of any of the Vertical/Trigen Companies in connection with a Vertical/Trigen Acquisition Transaction, (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofletter of intent, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares term sheet or other securities in the Company (“Transfer”); documentation with respect to any Vertical/Trigen Acquisition Transaction, or (v) enter into otherwise cooperate in any contractway with, option or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other arrangement person or understanding entity to 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 Transfer Vertical/Trigen Acquisition Transaction within one Business Day of receiving or limitation on voting rights becoming aware of any Company Shares or other securities in the Companysuch inquiry, proposal, or any rightoffer, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance along with the terms hereofmaterial terms, provided that with respect to this sub-section conditions, and other aspects of such inquiry, proposal, or offer (b)including a copy of any written materials received from such person making such inquiry, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreementsproposal, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)offer).

Exclusivity. Other than transfers (a) In consideration of the substantial expenditures of time, effort and assignments of Commitments that are made money to be undertaken by Acquirer in accordance connection with this Agreement the preparation and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter execution of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction due diligence investigations, each Contributor hereby agrees that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation period commencing on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) terminating upon the earlier of the Closing or the termination of this Agreement in accordance with the terms hereofits terms, provided that no Contributor shall, and shall not authorize or permit any of its affiliates (including Holdings) or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Contributor shall immediately cease and cause to be terminated, and shall cause its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted heretofore with respect to this sub-section to, or that could lead to, an Acquisition Proposal. (b), ) In addition to the other obligations under this Section 2.12 6.3, each Contributor shall promptly (and in any event terminate at the Effective Time; provided that within three days after receipt thereof by such Contributor or its representatives) advise Acquirer orally and in writing of any event this Section 2.12 shall not apply to agreementsAcquisition Proposal, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement any request for information with respect to any Non-Consenting Investor pursuant to Section 2.4.1Acquisition Proposal, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives or any and all of his/her/its dissenter’s rights in connection with the Transactions inquiry with respect to any or which could reasonably be expected to result in an Acquisition Proposal, the material terms and all Rollover Shares beneficially owned by it/him/her (includingconditions of such request, without limitationAcquisition Proposal or inquiry, any rights under Section 238 and the identity of the Companies Act person making the same. (as defined under c) Each Contributor agrees that the Support Agreementrights 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 such breach or threatened breach may cause irreparable injury to Acquirer and that money damages would not provide an adequate remedy to Acquirer.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to Between the subject matter date of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion earlier of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement Closing and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereofArticle VII, provided that Parent shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly, take any action to (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal, (ii) enter into, continue or otherwise engage in discussions or negotiations with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement third party with respect to any Non-Consenting Investor pursuant Acquisition Proposal, (iii) provide information to Section 2.4.1, the foregoing clauses any third party in connection with an Acquisition Proposal or (iv) and (v) enter into any agreement in principle, letter of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives intent, memorandum of understanding, merger agreement or any and all of his/her/its dissenter’s rights in connection with the Transactions other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all Rollover Shares beneficially owned by it/him/her (includingexisting activities, without limitationdiscussions, negotiations and communications, if any, with any third party with respect to, or which would reasonably be expected to lead to, any rights under Section 238 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) Promptly upon receipt of an unsolicited Acquisition Proposal, Parent shall notify Buyer thereof, which notice shall include a written summary of the Companies Act (as defined under material terms of such proposal and the Support Agreement))identity of the party that submitted such proposal. Parent may respond to any unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Acquisition and is unable to provide any information related to Parent or any of its Subsidiaries or entertain any proposals or offers or engage in any discussions or negotiations with respect to an Acquisition Proposal.

Exclusivity. Other than transfers (a) In consideration of the substantial expenditures of time, effort and assignments of Commitments that are made money to be undertaken by the Purchaser in accordance connection with this Agreement the preparation and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter execution of this Agreement and its due diligence investigations, the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction Sellers agree that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation period commencing on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) terminating upon the earlier of the Closing or the termination of this Agreement in accordance with its terms, the terms hereofSellers shall not, provided that and shall not authorize or permit any of their affiliates or any of their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be 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 conducted heretofore with respect to this sub-section to, or that could lead to, an Acquisition Proposal. (b), ) In addition to the other obligations under this Section 2.12 6.10, the Sellers shall promptly (and in any event terminate at within three days after receipt thereof by any Seller or its representatives) advise the Effective Time; provided that Purchaser orally and in writing of any event this Section 2.12 shall not apply to agreementsAcquisition Proposal, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement any request for information with respect to any Non-Consenting Investor pursuant to Section 2.4.1Acquisition Proposal, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives or any and all of his/her/its dissenter’s rights in connection with the Transactions inquiry with respect to any or which could reasonably be expected to result in an Acquisition Proposal, the material terms and all Rollover Shares beneficially owned by it/him/her (includingconditions of such request, without limitationAcquisition Proposal or inquiry, any rights under Section 238 and the identity of the Companies Act person making the same. (as defined under c) The Sellers agree that the Support Agreementrights 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 such breach or threatened breach shall cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Purchaser.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to Between the subject matter date of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later earlier to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) Closing or the termination of this Agreement in accordance with Section 7.1, neither Base Ten nor any person acting on its behalf shall hold discussions with, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any offer from, any person other than 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 proposal with terms no less favorable to Base Ten than those contained in this Agreement; and (iii) prior to entering into any such negotiations, Base Ten provides written notice to the Company that includes the terms hereofof the proposal, provided the identity of the person making the proposal, and the fact that with respect to this sub-section clauses (a) and (b), ) of this Section 2.12 shall in any event terminate at 5.20(a) have been satisfied. (b) Between the Effective Time; provided that in any event date of this Section 2.12 shall not apply Agreement and the earlier to agreements, arrangements, understandings occur of the Closing or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement in accordance with respect 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 Non-Consenting Investor pursuant offer from, any person other than Base Ten regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving the Company or any transaction that could be expected to Section 2.4.1impede, delay, interfere with, prevent, or 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 foregoing 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 such negotiations, the Company provides written notice to Base Ten that includes the terms of the proposal, the identity of the person making the proposal, and the fact that clauses (ivi) and (vii) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))5.20(b) have been satisfied.

Exclusivity. Other than transfers and assignments From the date of Commitments that are made in accordance with this Agreement until the Termination Date, the Company and except as set out in Exhibit D heretoits subsidiaries and their respective Affiliates will not, no Investor directly or indirectly through any officer, director, employee, advisor, representative, agent or otherwise, and none of such Investor’s Affiliates the Company shall use commercially reasonable efforts to ensure that the Shareholders do not: (i) enter into make, solicit, assist, initiate, encourage or accept or otherwise facilitate any written inquiries, offers or oral agreement, arrangement or understanding (whether legally binding or not) with proposals from any other potential investor or acquiror Person or group of investors or acquirors or any of Persons (other than the Purchaser and its Affiliates and their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwiserepresentatives), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally bindingdelivered to the Shareholders, concerning any Acquisition Proposal for the Company or its subsidiary; (ii) with engage in any other person regarding the matters described discussions or negotiations regarding, or otherwise co-operate in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply any way with, or assist or participate in, or facilitate or encourage, any effort or attempt by any Person (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later Purchaser and its Affiliates and their respective representatives) to occur of (i) the one-year anniversary make or complete any Acquisition Proposal in respect of the date Company or its subsidiary; (iii) furnish any non-public information concerning the business, properties or assets of the Company or any subsidiary thereof to any Person (other than 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 (which may be extended as jointly agreed by all Partiesiv) and (ii) 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 termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings Company or discussions between an Investor its subsidiary. The Company and its Permitted Transferees; subsidiaries and provided further that notwithstanding anything their respective Affiliates will immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons (other than the contrary herein, following the termination of this Agreement Purchaser and its Affiliates and their respective representatives) conducted heretofore with respect to any Nonof 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-Consenting Investor pursuant solicitation or standstill agreement to Section 2.4.1which 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 clauses (iv) or any request for non-public information relating to the Company or 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 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 (v) the terms and conditions of this Section 2.12 any such Acquisition Proposal, or any other details of the proposal, inquiry or offer known to the Company as the Purchaser may reasonably request, and shall cease include copies of any such proposal, inquiry or offer or any amendment to apply any of the foregoing. The Company shall keep the Purchaser promptly and fully informed of the status, including any change to the material terms, of any such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any proposal, inquiry or request and will respond promptly to all of his/her/its dissenter’s rights in connection with reasonable inquires by the Transactions Purchaser with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))thereto.

Exclusivity. Other than transfers (a) From the date hereof until the Closing or the early termination of this Agreement, the Warrantors shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause their respective Affiliates and except as set out in Exhibit D heretoits and their respective Representatives not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into solicit, initiate or knowingly facilitate or encourage the submission of any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement Acquisition Proposal or the Transactionsmaking of any proposal or offer that could reasonably be expected to lead to any Acquisition Proposal; (ii) voteenter into, continue or participate in any negotiations with any Person regarding, or cause furnish to be votedany Person any nonpublic information with respect to, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated therebyAcquisition Proposal; (iii) provide enter into or engage in discussions with or assist, participate in, facilitate or encourage any information effort by, any Person with respect to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries)Acquisition Proposal; (iv) (A) acquire approve or recommend any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”)Acquisition Proposal; (v) enter into any contract, option letter of intent or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, similar document or any right, title Contract relating to any Acquisition Proposal; or interest thereto or therein; (vi) deposit otherwise knowingly facilitate any Company Shares effort or other securities in the Company into a voting trust attempt by any Person to arrange or grant consummate an Acquisition Proposal, and shall immediately (w) cease, and cause to be terminated, all existing activities, negotiations and discussions with any proxies or enter into a voting agreement, power of attorney or voting trust 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 Shares 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 relating to, or that could reasonably be expected to lead to, any of the following actions: (A) (x) any acquisition, lease, license, purchase, assignment or other transfer, directly or indirectly, in a 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 in the of any Group Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of including (i) any acquisition or purchase of any Person directly or indirectly holding Equity Securities of any Group Company which has the one-year anniversary effect of the date transferring any control or economic benefit of this Agreement (which may be extended as jointly agreed by all Parties) any such assets or securities to any other Person; and (ii) the termination any acquisition or purchase whether by subscription for new securities or of this Agreement in accordance with the terms hereofexisting securities of any Group Company; or (B) a non-ordinary course corporate transaction involving any Group Company, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 a merger, consolidation, share exchange, tender or exchange offer (including a self-tender offer), business combination, sale of assets (other than in the Companies Act (as defined under the Support Agreementordinary course of business consistent with past practice)), reorganization, amalgamation, scheme of arrangement, spin-off, investment transaction, recapitalization, liquidation, dissolution or other similar transaction, in each case other than with Purchaser.

Exclusivity. Other than transfers and assignments From the date hereof until the earliest of Commitments that are made (a) the Closing Date or (b) such date on which this Agreement is validly terminated in accordance with this Agreement Article X, the Seller and except as set out in Exhibit D heretoits Subsidiaries and Affiliates will not, no Investor and none of such Investor’s Affiliates shall directly or indirectly (i) enter into solicit, initiate or accept the submission of any written proposal or oral agreementoffer from any Person relating to the acquisition of the Seller, arrangement its Subsidiaries or understanding the Acquired Properties or (whether legally binding ii) participate in any discussions or not) negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties (other than the Buyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other potential investor than the Buyer and its authorized Representatives) heretofore conducted, or acquiror the provision of any confidential or group proprietary information to any Person (other than the Buyer or its authorized Representatives) to which confidential or proprietary information heretofore has been provided, in each case, with respect to any discussions or negotiations regarding the acquisition of investors the Seller, its Subsidiaries or acquirors the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any bid, offer or any of their respective representatives or Affiliates proposal it receives with respect to the subject matter of this Agreement and Seller, its Subsidiaries or the Merger Agreement Acquired Properties or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of transactions contemplated by this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, Ruipeng Parties shall not, and assignments shall not permit or authorise any of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretoits related parties or their respective officers, no Investor and none of such Investor’s Affiliates shall directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the offers or intentions from anyone other than ▇▇▇▇▇▇▇▇▇ Capital and its related parties to purchase, subscribe for, replace or otherwise invest in or acquire the underlying assets of Ruipeng or its related parties (“Investment Offer”); (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 (iii) enter into or execute any written contract or oral agreementarrangement (including any letter of intent or similar document, arrangement or understanding (whether legally binding or not) in connection with any other potential investor 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 acquiror or group of investors or acquirors or authorise any of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or Affiliates with respect 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 subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the underlying assets of the Company Skyfield or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactionstheir related parties; (ii) vote, discuss or cause to be voted, at every shareholder negotiate the Investment Offer or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any due diligence materials or information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions Investment Offer; or (iii) enter into or execute any contract or arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with respect 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 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 Investment Offer from anyone other than Ruipeng Parties or ▇▇▇▇▇▇▇▇▇ Capital and their respective related parties to purchase, subscribe for, replace or 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 and all Rollover Shares beneficially owned by it/him/her person in connection with the Investment Offer; or (includingiii) enter into or execute any contract or arrangement (including any letter of intent or similar document, without limitation, any rights under Section 238 of whether legally binding or not) in connection with the Companies Act (as defined under the Support Agreement))Investment Offer.

Exclusivity. Other than transfers and assignments From the date hereof until the earliest of Commitments that are made (a) the Closing Date or (b) such date on which this Agreement is validly terminated in accordance with this Agreement Article IX, each Seller and except as set out in Exhibit D heretoits Subsidiaries and its Affiliates will not, no Investor and none of such Investor’s Affiliates shall directly or indirectly (i) enter into solicit, initiate or accept the submission of any written proposal or oral agreement, arrangement or understanding (whether legally binding or not) with offer from any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect Person relating to the subject matter acquisition of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of Seller, its respective Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; Assumed Platform Assets or (ii) voteparticipate in any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets (other than the Buyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or cause to be voted, at every shareholder the provision of any confidential or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any proprietary information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries Person (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (xthe Buyer or its authorized Representatives) its Rollover Shares to which confidential or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereofproprietary information heretofore has been provided, or (B) sellin each case, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares discussions or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person negotiations regarding the matters described in Section 2.12(i) to Section 2.12(vi)acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets. This Section 2.12 Each Seller shall continue to apply (a) to each Failing Investor for a period promptly notify the Buyer upon receipt of one (1) year following the date that any bid, offer or proposal it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement receives with respect to any Non-Consenting Investor pursuant to Section 2.4.1Seller, its respective Subsidiaries or the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives Assumed Platform Assets or any and all of his/her/its dissenter’s rights in connection other transaction inconsistent with the Transactions with respect to any and all Rollover Shares beneficially owned transactions contemplated by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support this Agreement)).

Exclusivity. Other than transfers From the Agreement Date until the earlier of the Effective Time and assignments the termination of Commitments that are made in accordance this Agreement, except with this Agreement the prior written consent of Kootenay, the Greeny Shareholders, and except as set out in Exhibit D heretothe Company will not (and will cause all directors, no Investor officers, employees, agents, representatives and none Affiliates acting on their behalf and on behalf of such Investor’s Affiliates shall the Company not to): (i) enter into Solicit, initiate, encourage or accept any written offer or oral agreement, arrangement or understanding proposal from any Person (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of than the Kootenay Group Members and their respective representatives representatives) concerning any merger, consolidation, sale or Affiliates with respect to the subject matter transfer of this Agreement and the Merger Agreement material assets, sale or transfer of any equity interests or other similar transaction business combination involving the Company (an “Acquisition Proposal”); (ii) engage in any discussions or negotiations with any of its Subsidiaries Person (including other than the Kootenay Group Members and their respective representatives) concerning any transaction that involves a material portion of Acquisition Proposal; or (iii) furnish 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 any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or except in the Transactions; Ordinary Course of Business. The Greeny Shareholders and the Company will (iiand will cause the directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company to) vote, or immediately cease and cause to be votedterminated all existing discussions, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares negotiations or other securities in the Company, or communications with any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust Persons conducted heretofore with respect to any Company Shares or other securities in of the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not foregoing. The Greeny Shareholders will immediately notify Kootenay in writing and whether upon receipt by the Company or not legally binding) with a Greeny Shareholder of any other person proposal, offer or inquiry regarding an Acquisition Proposal, which notice will indicate in reasonable detail the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary identity of the date of this Agreement (which may be extended as jointly agreed by all Parties) Person making such proposal, offer or inquiry and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in and conditions of any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Acquisition Proposal.

Exclusivity. Other than transfers (a) During the Interim Period, the Company shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause its Representatives and except as set out in Exhibit D heretoSubsidiaries not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into initiate, solicit or encourage (including by way of providing confidential or non-public information) any written inquiries, proposals or oral agreement, arrangement offers that constitute or understanding may reasonably be expected to lead to (whether legally binding A) any purchase of stock or notother Equity Securities of the Company (other than (x) pursuant to or in connection with any other potential investor a Company Benefit Plan or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving (y) as consideration in an acquisition by the Company or any of its Subsidiaries (including any transaction that involves a 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) or doSubsidiaries (an “Alternative Transaction Proposal”), anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteengage 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 cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide enter into any information 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 third party with a view to Alternative Transaction Proposal; provided that the third party or any other person pursuing or considering to pursue the subject matter execution, delivery and performance of this Agreement and the Merger Agreement or any other similar transaction involving Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives, 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 expected to lead to any 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 regarding any SPAC Alternative Transaction Proposal or that involves 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 material portion 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 assets 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 Subsidiaries); (iv) (A) acquire Representatives or Subsidiaries or the Sponsor receive any Company Shares offer or other securities communication in the Companyrespect of a SPAC Alternative Transaction Proposal, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of and will promptly communicate to the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to 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 (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) discussions with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply or group of persons (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor Company and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (ivRepresentatives) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Other than transfers (a) Subject to paragraph (b) below, and assignments except where acting in a manner which is permitted under Section 3.2 of Commitments that are made in accordance with the Pre-Acquisition Agreement, from the date of execution of this Agreement and except as set out in Exhibit D heretountil the first to occur of the expiry of the Offer or the termination of this Agreement, no Investor and none of such Investor’s Affiliates shall the Shareholder will not, directly or indirectly: (i) enter into make, solicit, initiate or encourage inquiries from or submission of proposals or offers from any written person, corporation, partnership or oral agreementother 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, arrangement or understanding (whether legally binding or not) with furnish to any other potential investor person any information with respect to, or acquiror otherwise cooperate in any way with, or group assist or participate in, or facilitate or encourage, any effort or attempt by any 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 investors a termination or acquirors “break” fee in the amount set forth in the Pre-Acquisition Agreement. (b) If the Shareholder is a member of the 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 officer of the Company, to 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 3.2 of the Pre-Acquisition Agreement, the Shareholder will notify the Offeror immediately of any of their respective representatives or Affiliates communications received from another party with respect to the subject matter entering into of an agreement similar in substance to this Agreement and the Merger Agreement or any other similar transaction involving Take-over Proposal and the Company or any of its Subsidiaries (including any transaction that involves a material portion particulars thereof and keep the Offeror apprised of the assets status of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement such communications and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the CompanyShareholder’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))response thereto.

Exclusivity. Other than transfers Sellers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretothe Subsidiaries shall not, no Investor and none of such Investor’s Affiliates nor shall (i) enter into any written they authorize or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or permit any of their respective representatives directors, officers or Affiliates with respect to the subject matter of this Agreement employees to, and Sellers and the Merger Agreement Subsidiaries shall use their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or any other similar transaction involving the Company representative acting on behalf of it or any of its Subsidiaries subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly take any transaction other action designed to facilitate, any inquiries or the making of any proposal that involves constitutes a material portion Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Company or any of its Subsidiaries) or doBusiness, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteany direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party merger, consolidation, business combination, recapitalization, liquidation, dissolution or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities Subsidiary, in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor case other than the Failing Investors until transactions contemplated by this Agreement. In addition, Sellers and the later to occur Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (i) and in any case within 24 hours of such request or the one-year anniversary receipt of such Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal and the identity of the date person making such request or Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of this Agreement the status and details (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings including amendments or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (vproposed amendments) of this Section 2.12 shall cease to apply to any such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (request or Seller Acquisition Proposal as defined under the Support Agreement)).promptly as practicable

Exclusivity. Other (a) During the Interim Period, Purchaser 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 transfers the Company, 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 Business Combination (a “Purchaser Business Combination Proposal”) other than with the Company, its equityholders or their respective controlled Affiliates. Purchaser shall, and assignments shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Purchaser Business Combination Proposal. Purchaser shall promptly (but in no event later than twenty-four (24) hours after becoming aware of Commitments that are made in accordance with this Agreement any Purchaser Business Combination proposal) notify the Company of any Purchaser Business Combination Proposal following Purchaser’s awareness thereof and except as set out in Exhibit D hereto, no Investor and none shall provide a copy of such Investor’s 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 shall 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 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) enter into any written reorganization, liquidation, dissolution, share exchange or oral agreementrecapitalization (excluding a recapitalization funded with the proceeds of debt financing), arrangement (ii) merger or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors consolidation involving the Company or any of their respective representatives its Subsidiaries, (iii) sale of all or Affiliates with respect to substantially all of the subject matter Company’s or its Subsidiaries’ assets (other than securitization transactions and other sales of this Agreement and assets in the Merger Agreement ordinary course of business) or equity interests (or any other 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 Subsidiaries or its or their business or assets (including any transaction that involves a material portion of the assets of the “Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwiseBusiness Combination Proposal”), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any in each case other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) than (A) acquire any Company Shares with Purchaser, its equityholders or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, their respective controlled Affiliates or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of as otherwise contemplated or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, permitted by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights including in connection with the Transactions with respect to 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 Rollover Shares beneficially owned by it/him/her existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Business Combination Proposal. The Company shall promptly (including, without limitation, but in no event later than twenty-four (24) hours after becoming aware of any rights under Section 238 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 otherwise provide a detailed summary of the Companies Act (as defined under the Support Agreement))material terms of such Company Business Combination Proposal to Purchaser.

Exclusivity. Other than transfers During the period starting on the date hereof and assignments ending upon the earlier of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written the Closing, or oral agreement, arrangement or understanding (whether legally binding or notii) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter termination of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to Section 10.1: 8.3.1 The Seller shall not, and shall cause the Company’s existing Group Companies and its and their respective Affiliates, shareholders, equity incentive plans holders and Representatives not to, directly or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or indirectly (Bi) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seeksubmit, solicit, initiate, encouragediscuss or negotiate with any Person with respect to any Acquisition Proposal or any matter that could reasonably be expected to lead to any Acquisition Proposal, facilitate(ii) provide information with respect to the Seller or any Group Company to any Person, induce or other than the Purchaser, in connection with any Acquisition Proposal by any Person, (iii) enter into any negotiationContract or accept any offer relating to any Acquisition Proposal or (iv) otherwise cooperate in any way, discussionor assist, agreement participate in, facilitate or understanding (whether encourage, any effort or not in writing and whether or not legally binding) with attempt by any other person regarding Person to do or seek any of the matters described in Section 2.12(i) 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 may have occurred on or prior to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement and terminate all agreements, in each case, with respect to any Acquisition Proposal. 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 (which may be extended as jointly agreed but in no event later than twenty-four (24) hours) the 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, books or records, of any Group Company by all Partiesany Person other than the Purchaser received after the date hereof. Such notice shall include: (i) the terms and conditions of such Acquisition Proposal and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 identity of the Companies Act (as defined under the Support Agreement))Person making any such Acquisition Proposal.

Exclusivity. Other than transfers To allow time for negotiation of the Refinancing, from and assignments after the date hereof until the termination of Commitments that are made in accordance with exclusivity pursuant to the terms of this Agreement agreement and except as set out expressly permitted by the following provisions of this paragraph, Finova shall not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in Exhibit D heretoany manner encourage, no Investor and none discuss, accept or consider (including furnishing any information to any other party) any proposal of such Investor’s Affiliates shall any other person or entity relating to (i) enter into any written merger, consolidation, share exchange, recapitalization, business combination or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company transaction, (ii) any sale, lease or any exchange, mortgage, pledge, transfer or other disposition of its Subsidiaries (including any transaction that involves a material portion 20% or more of the assets of the Company Finova, in a single transaction or any in a series of its Subsidiaries) transactions or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide 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 to, or entering into discussions or negotiations with, any third party with a view person that makes an unsolicited bona fide, fully financed, written Acquisition Proposal which relates to the third party or any other person pursuing or considering to pursue the subject matter acquisition by another entity of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion all of the assets equity of Finova, whether by merger, tender offer or otherwise, if and only to the Company or any of its Subsidiaries); (iv) extent that (A) acquire any Company Shares or other securities Finova's Board of Directors, after consultation with independent legal counsel, determines in the Companygood 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, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sellFinova's Board of Directors determines in good faith after consultation with a nationally recognized expert with experience in appraising the terms and conditions of such unsolicited Acquisition Proposal, offer that such unsolicited Acquisition Proposal after taking into account the strategic benefits to sellbe derived from the transaction with Leucadia and the long-term prospects of Finova, givewould, pledgeif consummated, encumberresult in a transaction more favorable to Finova's stockholders from a financial point of view (any such more favorable bona fide unsolicited Acquisition Proposal being referred to as a "Superior Proposal"), assign(C) the meeting of Finova's stockholders, grant any option for if required to consummate the sale of or otherwise transfer or dispose oftransaction with Leucadia, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or shall not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor have occurred and (bD) prior to each Investor other than the Failing Investors until the later to occur of taking such action, Finova (i) the one-year anniversary notifies Leucadia of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her Acquisition Proposal (including, without limitation, any rights under Section 238 the material terms and conditions thereof and the identity of the Companies Act 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, (iv) promptly gives Leucadia a copy of any information delivered to such person which has not been previously been reviewed by Leucadia and (v) 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 (i) if a definitive agreement with respect to the Preferred Stock Investment is not executed by Finova and 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 defined under such Term Sheet may be amended from time to time with the Support Agreement))approval of Finova and Leucadia) to the lenders by February 27, 2001.

Exclusivity. Other than transfers In consideration of the substantial expenditure of time and assignments of Commitments that are made effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in accordance connection with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement letter agreement and the Merger Agreement or any other similar transaction involving proposed Acquisition, AIPC hereby undertakes and agrees that without the Company or prior written consent of Ralcorp, prior to June 30, 2010 (the “Termination Date”), neither AIPC nor any of its Subsidiaries direct or indirect subsidiaries, employees, officers, directors, affiliates or representatives shall engage in any Business Combination (including as defined below) other than the Acquisition contemplated hereby (any transaction that involves a material portion of the assets of the Company such other Business Combination is referred to as an “Alternative Transaction”) or, directly or any of its Subsidiaries) or doindirectly, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire solicit, initiate, assist or encourage (including by way of furnishing non-public information) or take any Company Shares other action to facilitate any inquiries or other securities in the Companymaking of any proposal that constitutes, or any rightmay reasonably be expected to lead to, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereofan Alternative Transaction, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest participate in any Company Shares discussions or other securities in the Company (“Transfer”); (v) enter into any contractnegotiations regarding an Alternative Transaction. AIPC and its direct or indirect subsidiaries, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Companyemployees, or any rightofficers, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreementdirectors, power of attorney or voting trust affiliates, and representatives shall cease all discussions and negotiations with respect to any Company Shares Alternative Transaction and will immediately inform ▇▇▇▇▇▇▇ in the event any 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 of its subsidiaries (or any part thereof), or (y) any sale or other disposition of the capital stock of or other equity interests (or securities convertible into, or exercisable or exchangeable for capital stock or other equity interests) of AIPC or any of its subsidiaries (or 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 the Company; (vii) seekordinary course of business, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing other than immaterial assets and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur sale of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenterAIPC’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))▇▇▇▇▇▇ ▇▇▇▇▇® brand.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto(a) During the Pre-Closing Period, no Investor Seller shall, and none of such Investorthe Sellers shall cause the Company and each Seller’s Affiliates shall and the Company’s respective officers, directors, employees, representatives and agents not to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) enter into initiate, solicit, knowingly encourage or otherwise knowingly facilitate any written inquiry, proposal, offer or oral agreement, arrangement or understanding (whether legally binding or not) discussion with any party (other potential investor than the Buyer or acquiror its representatives) concerning any acquisition, equity or group debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of investors stock, sale or acquirors license of material assets or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other 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 its Subsidiaries (including any transaction that involves a material portion 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 of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement Subsidiary or the Transactions; Company Shares to any party (ii) vote, other than the Buyer or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwiseits representatives), including any adjournment, recess or postponement thereof, its Company Shares against it being agreed that the approval foregoing exception shall not permit the furnishing of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view that any Seller or Warrantor has reason to the third party or any other person pursuing or believe is considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereofan Acquisition Transaction, or (Biii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, engage in negotiations or enter into any agreementagreement with any Person (other than the Buyer or its representatives) concerning any such transaction. (b) The Sellers shall, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in and shall cause the Company (“Transfer”); (v) enter into to, immediately notify any contract, option party with which discussions or other arrangement or understanding with respect to a Transfer or limitation on voting rights negotiations of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters nature described in Section 2.12(i5.6(a) to above were pending that the Sellers and the Company are terminating such discussions or negotiations. If any Seller or the Company receives any inquiry, proposal or offer of the nature described in Section 2.12(vi). This Section 2.12 5.6(a) above, such Seller shall, and the Sellers shall continue to apply (a) to each Failing Investor for a period of cause the Company to, within one (1) year following Business Day after such receipt, notify the date that it becomes a Failing Investor and (b) to each Investor other than Buyer of such inquiry, proposal or offer, including the Failing Investors until the later to occur of (i) the one-year anniversary identity of the date of this Agreement (which may be extended as jointly agreed by all Parties) other party and (ii) the termination of this Agreement in accordance with the terms hereofof such inquiry, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings proposal or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))offer.

Exclusivity. Other than transfers and assignments Until the first to occur of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written the Closing or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter earlier termination of this Agreement pursuant to Article X, the Company will not, and will cause its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate any inquiry or the Merger Agreement making of any proposal or offer, (b) enter into, continue or otherwise participate in any discussions or negotiations, (c) furnish to any person any non-public information or grant any person access to its properties, assets, books, contracts, personnel or records, (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar contract, or (e) propose, whether publicly or to any director or stockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to an Acquisition Proposal. “Acquisition Proposal” means any offer or proposal regarding a business combination transaction involving the Company or any of its Subsidiaries (including or any other transaction that involves a to acquire all or any material portion part of the business, properties or assets of the Company or any of its Subsidiaries) Subsidiaries or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval amount of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter capital stock of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion whether or not outstanding), whether by merger, acquisition of the assets assets, purchase of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares equity, tender offer or other securities in the Company, or any right, title or interest thereto or thereinsimilar transactions, other than with Industrea. The Company will immediately cease and cause to be terminated any such negotiations, discussion or other communication, or contracts (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted extent unilaterally terminable by the Company under its existing equity incentive plans pursuant to without the terms thereof, or counterparty’s consent and without penalty) (Bother than with Industrea) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the foregoing and will immediately (but in any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; event within five (vi5) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of business days after the date of this Agreement (which may be extended as jointly agreed by all PartiesAgreement) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in terminate any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 access of the Companies Act type referenced in clause (as defined under the Support Agreement))c) above.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and except as set out the Company agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly solicit, initiate or knowingly encourage any inquiries or proposals from, discuss or negotiate with, provide any information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) progress with any Person other potential investor or acquiror or group of investors or acquirors than Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement Subsidiary. As soon as reasonably practicable (and the Merger Agreement or in any other similar transaction involving event within one Business Day) after receipt by Parent, Seller, the Company or any of its the Subsidiaries (including through a notification by its representatives) of any transaction that involves a material portion 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 assets material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Company Person making any such Acquisition Proposal, request or any inquiry and a copy of its Subsidiaries) such proposal, request or doinquiry, anything which is inconsistent with if in writing (or, where such proposal, request or inquiry was not in writing, a description of the provisions terms of this Agreement such proposal, request or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwiseinquiry), including and any adjournmentwritten material submitted in connection with such proposal, recess request or postponement thereofinquiry. Notwithstanding the foregoing, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur earlier of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) Closing and (ii) the termination of this Agreement in accordance with pursuant to Article XI, neither Parent, Seller nor the terms hereofCompany shall enter into, provided that or cause the Subsidiaries to enter into, any definitive agreement with respect to this sub-section (b)a Permitted Acquisition Proposal without Buyer's prior written consent, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 which shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything be unreasonably withheld to the contrary herein, following extent that such transactions would not materially interfere with the termination consummation of the transactions contemplated by this Agreement with respect or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to any Non-Consenting Investor pursuant to Section 2.4.1, seek specific performance of the foregoing clauses (iv) and (v) provisions of this Section 2.12 shall cease 6.5 pursuant to apply to such terminated Non-Consenting Investorthe terms and conditions of Section 11.3(d). Each Rollover Investor hereby waives of Parent, Seller and the Company acknowledge and agree that any and all violation of his/her/its dissenter’s rights (A) the restrictions set forth in connection with this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Transactions with respect Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by any Affiliate of Parent, Seller, or the Company party thereto, whether or not such Person is purporting to any and all Rollover Shares beneficially owned by it/him/her (includingact on behalf of Parent, without limitationSeller, any rights under the Company or otherwise, shall be deemed a breach of this Section 238 of the Companies Act (as defined under the Support Agreement))6.5.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and (a) none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company Acucela or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company Affiliates, or Otsuka, or any of its Subsidiaries) or doAffiliates, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteshall undertake itself, or cause grant a license to be voteda Third Party or otherwise enable or assist any Third Party, at every shareholder to develop, make, use, offer for sale, sell, import or stakeholder meeting (whether by written consent export any Acucela Core Compound or otherwise)any pharmaceutical product containing any Acucela Core Compound in the Field, including any adjournment, recess or postponement thereof, its Company Shares against the approval outside of the Merger Agreement Field for indications that may result in off-label use of such Acucela Core Compound or pharmaceutical product, in any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion country of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities Territory, except as otherwise expressly permitted under this Agreement. The forgoing notwithstanding, in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities case of the Company convertible or exchanged from the Rollover Shares or (y) securities a Change of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding Control with respect to a Transfer or limitation either Party beginning on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes 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 controlled by such Acquirer or its Affiliates prior to the effective date of the Change of Control (a Failing Investor and (b) to each Investor other than “Preexisting Product”), provided that, after the Failing Investors until effective date of the later to occur Change of Control, (i) such Acquirer and its Affiliates shall not use the one-year anniversary Confidential Information of the date of this Agreement (which may be extended as jointly agreed by all Parties) 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 officer, director, employee, consultant, agent or representative of Acucela within * prior to the termination effective date of this Agreement the Change of Control shall be permitted to assist the Acquirer in accordance with making, using, offering for sale, selling, importing or exporting the terms hereof, provided that with respect to this sub-section Preexisting Product. (b)) From the Effective Date until *, except pursuant to the Collaboration between the Parties under this Section 2.12 shall Agreement, neither Party nor any of its Affiliates shall, alone or in collaboration with a Third Party, conduct any clinical development of any VCM Product in the Field in any event terminate at country of the Effective Time; provided that Territory, or grant a license to a Third Party to conduct, or otherwise assist or authorize a Third Party in conducting, any clinical development of any such VCM Product in the Field in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 country of the Companies Act (as defined under the Support Agreement))Territory.

Exclusivity. Other than transfers The Company and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s its Affiliates shall not, and shall cause the Company Subsidiaries and their respective Representatives not to, directly or indirectly, (a) (i) enter into solicit, (ii) initiate, (iii) knowingly encourage or assist, or (iv) respond to the submission of any written proposal or oral agreementoffer from any third-party relating, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries the Company Subsidiaries, to any (including any transaction that involves w) liquidation, dissolution or recapitalization, (x) merger or consolidation, (y) acquisition or purchase of all or a material significant portion of the assets of of, or any equity interest in, the Company or any of its Subsidiariesthe Company Subsidiaries or (z) similar transaction or dobusiness combination (a “Competing Transaction”), anything which is inconsistent with the provisions of this Agreement nor (b) participate in any or the Transactions; (ii) votecontinue any ongoing discussions or negotiations regarding, or cause furnish to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide other third-party any information to with respect to, or otherwise cooperate in any third party with a view to the third party way with, or assist or participate in, or knowingly facilitate or encourage, any other person pursuing effort or considering attempt by any Person to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries effect a Competing Transaction nor (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (vc) enter into any contract, option or other arrangement or understanding agreement with respect to a Transfer or limitation on voting rights of any Company Shares or other securities Competing Transaction, except, in the Companycases 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), or any right, title or interest thereto or therein; (vi) deposit any to the extent failure to do so would be inconsistent with the fiduciary duties of the board of directors of the Company Shares or other securities under applicable Law. Any information described in the foregoing clause shall only be provided pursuant to a confidentiality agreement with confidentiality provisions that are no less favorable to the Company into a voting trust or grant than those contained in the Confidentiality Agreement. The Company shall, and shall instruct all Representatives acting on its and its Affiliates’ behalf to immediately cease any proxies or enter into a voting agreementexisting activities, power of attorney or voting trust discussions and negotiations with any Persons with respect to any Company Shares or other securities in of the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi)foregoing. This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following As soon as reasonably practicable after the date that it becomes a Failing Investor and hereof, the Company shall instruct each Person (b) to each Investor other than Parent and the Failing Investors until Merger Subs and their representatives) in possession of confidential information about the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided Company that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor was furnished pursuant to Section 2.4.1, a confidentiality agreement within the foregoing clauses prior twelve (iv12) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights months in connection with any actual or potential proposal by such Person to acquire the Transactions with respect Company (or any portion thereof) to any and promptly return or destroy all Rollover Shares beneficially owned by it/him/her (includingsuch information, without limitation, any rights under Section 238 subject to the terms of the Companies Act (as defined under the Support Agreement))such confidentiality agreement.

Exclusivity. Other than transfers (a) During the Interim Period, the Company shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause its Representatives and except as set out in Exhibit D heretoSubsidiaries not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into initiate, solicit or encourage (including by way of providing confidential or non-public information) any written inquiries, proposals or oral agreement, arrangement offers that constitute or understanding (whether legally binding may reasonably be expected to lead to any purchase of shares or not) with any other potential investor or acquiror or group Equity Securities of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a 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 “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that (x) the 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 this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or do, anything which is inconsistent with restricted by the provisions terms of this Agreement or the Transactions; (ii) vote, or cause including Section 6.01). The Company agrees to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving 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 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 inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (y) engage or participate in any discussions, negotiations or transactions with any third party regarding the Permitted Equity Financing or that are intended to lead to the Permitted Equity Financing, (2) the Company (x) notifies SPAC promptly (and in any event within twenty-four (24) hours) after the Company has determined to pursue the Permitted Equity Financing or potential Permitted Equity Financing, (y) keeps SPAC reasonably informed on a prompt and timely basis of the status, discussions, negotiations and terms (including any transaction that involves a material portion developments, amendments or proposed amendments to such terms) of the assets Permitted Equity Financing or potential Permitted Equity Financing, and (z) 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 Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the 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 Subsidiaries); (iv) (A) acquire Representatives or the Sponsor receive any Company Shares offer or other securities communication in the Companyrespect of a SPAC Alternative Transaction Proposal, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of and will promptly communicate to the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to 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 (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) discussions with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply or group of persons (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor Company and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (ivRepresentatives) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Other than transfers (a) The Managing Member, itself and assignments on behalf of Commitments the Company, hereby agrees that are made in accordance with this Section 12.4 of the LLC Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or not apply to any of their respective representatives or 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 the Investment. (b) Notwithstanding Section 12.4 of the LLC Agreement, but subject matter to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in voting common shares of this Agreement 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 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 Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and the Merger Agreement amount and timing thereof, immediately after such purchase or disposition, and in any other similar transaction involving event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company, 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 Subsidiaries Affiliates; and (including vii) to vote any transaction that involves a material portion of common shares held by you and your Affiliates at all times in the assets of same manner and in conformance with how the Company or any of votes its Subsidiaries) or do, anything which is inconsistent with the provisions of common shares in GGP. References in this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information paragraph 23 to any third party with a view purchase or disposition of common shares of GGP shall be to the third party purchase or any other person pursuing disposition on a date or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves within a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted time period specified by the Company under its existing equity incentive plans pursuant to the terms thereof, or relevant party. (Bc) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter If GGP (i) enters into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding agreement with respect to a Transfer restructuring or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) financing thereof with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor party other than the Failing Investors until Consortium and (ii) such agreement has been approved by the later 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 occur 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 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). (d) Subject to the proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the LLC Agreement shall terminate on the date you cease to be a Member following either (i) the one-year anniversary sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or 10.8(d)(ii) of the date LLC Agreement of this Agreement one hundred percent (which may be extended as jointly agreed by all Parties100%) and of your Interest to any other Member or third-party purchaser which, in each case, is not an Affiliate of yours or (ii) the termination distribution to you of this Agreement one hundred percent (100%) of your pro rata share (determined in accordance with your Consortium Percentage Interest) of the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at Investment and the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to other Assets of the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor Consortium pursuant to Section 2.4.1, the foregoing clauses (iv10.8(a) and (vor 10.8(b) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support LLC Agreement)).

Exclusivity. Other than transfers and assignments Until the earlier of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written the Closing or oral agreement, arrangement or understanding (whether legally binding or notii) with any other potential investor or acquiror or group the date of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter termination of this Agreement and pursuant to the Merger Agreement or any other similar transaction involving the Company or provisions of Section 10.3(a), Arena shall not (nor shall Arena permit, as applicable, any of its Subsidiaries (including officers, managers, employees, members, agents, representatives or Affiliates, acting on its behalf, to), directly or indirectly, take any transaction that involves a material portion of the assets of the Company or following actions with any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than UT and its representatives and designees: (xa) its Rollover Shares solicit or securities of the Company convertible knowingly encourage, seek, entertain, support, assist, initiate, continue or exchanged from the Rollover Shares participate in any inquiry, negotiations or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose ofdiscussions, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares offer or proposal to acquire or license all or any of the Product Assets other securities than confidentiality agreements entered into in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce Ordinary Course of Business or enter into any negotiation, discussion, agreement or understanding (whether or not nonexclusive licenses granted in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period Ordinary Course of one (1) year following the date Business that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the onewould be Non-year anniversary Scheduled License Grants if executed as of the date of this Agreement Agreement, whether by purchase of subsidiary, purchase of assets, license or otherwise, or effect any such transaction, (which may b) disclose any information not customarily disclosed to any person concerning the Product Assets, or afford to any Person access 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 (d) enter into any agreement with any person providing for the acquisition or license of all or 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 extended Non-Scheduled License Grants if executed as jointly agreed of the date of this Agreement; provided, however, that the foregoing restrictions shall not prohibit such actions with respect to an offer, proposal or agreement (or disclosure, negotiations or discussions related thereto) to acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (50%) or more of the assets or properties of Arena and its subsidiaries (taken as a whole), so long as any such actions or any such transaction would not affect the transactions, rights or obligations contemplated by all Partiesthis Agreement. Arena shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with UT and its representatives) and (ii) 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 the terms Section 10.3(a) hereof, provided that with respect to this sub-section 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, this Section 2.12 Arena shall in immediately (x) suspend any event terminate 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, and such 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 Effective Time; provided that in any event this Section 2.12 direction of Arena) shall not apply be deemed to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination be a breach of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Arena.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor Raptor agrees that, from and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of after the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.1, it 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 direct any other agent or representative not to, (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or 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 terms hereofBoard, provided 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. (b) As used herein, the term "Acquisition Proposal" shall mean any proposed or actual (i) merger consolidation or similar transaction involving Raptor, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any 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 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 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 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 the outstanding shares of Raptor Common Stock, (v) liquidation, dissolution, or other similar type of transaction with respect to this sub-section Raptor, or (b)vi) transaction which is similar in form, this Section 2.12 shall in substance or purpose to any event terminate at of the Effective Time; provided foregoing transactions, provided, however, that in any event this Section 2.12 the term "Acquisition Proposal" shall not apply to agreements, arrangements, understandings or discussions between an Investor include the Merger and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))transactions contemplated thereby.

Exclusivity. Other than transfers In consideration of ENOC agreeing to the Standstill Agreement above, World Energy agrees that during the period commencing on the signature of this Amendment No. 1 and assignments of Commitments that are made ending at 5:30 p.m. in accordance with this Agreement Boston, MA, on June 27, 2014 (the “Exclusivity Period”), World Energy shall not, and except as set out in Exhibit D heretoshall cause its directors, no Investor President/Chief Executive Officer, Chief Financial Officer, investment bankers, attorneys and none of such Investor’s Affiliates shall other financial advisors (collectively, the “World Energy Representatives”) not to, directly or indirectly: (i) initiate, solicit, encourage (including by way of providing information), facilitate or induce the submission of any inquiries, proposals or offers that constitute or 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 Transaction; (iv) enter into any written or oral letter of intent, agreement in principle, merger agreement, arrangement financing agreement, acquisition agreement, option agreement or understanding other similar agreement relating to any Acquisition Transaction; or (whether legally binding or notv) with approve any other potential investor or acquiror or group of investors or acquirors transaction or any third party becoming an “interested stockholder” under Section 203 of their respective representatives the Delaware General Corporation Law or Affiliates with respect otherwise exempt any person from any applicable takeover statute. World Energy agrees that it shall take all necessary steps to promptly inform the subject matter World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Agreement and Amendment. Except as expressly set forth in Section 8A(1) hereof, the Merger Agreement expiration of the Exclusivity Period hereunder will not terminate or any other similar transaction involving the Company or otherwise affect any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the other provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers and assignments (a) During the Exclusivity Period, the Company will not, nor will it authorize or permit any of Commitments its officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that are made constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, iii) engage in accordance discussions with this Agreement and any person with respect to any Acquisition Proposal, except as set out in Exhibit D heretoto disclose the existence of these provisions, no Investor and none of such Investor’s Affiliates shall (iiv) endorse or recommend any Acquisition Proposal, or (v) enter into any written letter of intent or oral agreementsimilar document or any contract, arrangement agreement or understanding (whether legally binding commitment contemplating or not) otherwise relating to any Acquisition Proposal. The Company and its 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 other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the subject matter foregoing, it is understood that any violation of this Agreement and the Merger Agreement restrictions set forth in the preceding two sentences by any officer, director or any other similar transaction involving employee of the Company or any of its Subsidiaries (including or any transaction that involves a material portion of the assets investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant violation was known to the Company’s existing equity incentive plans or issuable upon exercise or settlement management and not ceased immediately thereafter, shall be deemed to be a breach of the equity incentive awards granted this Section 6.4 by the Company under its existing equity incentive plans pursuant Company. Notwithstanding any provision in this Section 6.4 to the terms thereofcontrary, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contractshall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in but the Company into a voting trust or grant shall not consummate any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in such funding transaction until the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and Exclusivity Period has expired. (b) In addition to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary obligations of the date of this Agreement Company set forth in subsection (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (va) of this Section 2.12 6.4, the Company as promptly as practicable shall cease advise BSC in writing of any Acquisition Proposal received during the Exclusivity Period or of any request for nonpublic information or other inquiry during the Exclusivity Period which the Company reasonably believes could lead to apply an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any the extent known), and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 identity of the Companies Act (as defined under the Support Agreement))person or group making any such request, inquiry or Acquisition Proposal.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor From and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to its terms, the Company and the Shareholder will not, nor will the Company or the Shareholder authorize or permit (which 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), directly or indirectly: (i) solicit, initiate or induce the making, 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 take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be extended expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal. The Company will immediately cease any and 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 jointly agreed promptly as practicable, advise Buyer of (i) any Acquisition Proposal received by all Parties) and the Company after the date hereof, (ii) the termination material terms and conditions of this Agreement 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 terms hereofallocation set forth in the Merger Consideration Payment Schedule, provided that with respect a cash fee equal to $25,000 per day beginning on the 8th day following the date of this sub-section Agreement and continuing through the End Date (bthe “Closing Delay Fee”); provided, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreementshowever, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything herein to the contrary hereincontrary, following the termination 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 any such conditions which by their nature are to be satisfied by the Closing Date) or (ii) the Company’s, the Shareholder’s or the Company Payees’ breach of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, is the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 cause of the Companies Act (as defined under failure of the Support Agreement))Closing to occur by such date.

Exclusivity. Other than transfers and assignments (a) During the term of Commitments that are made 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, solicit, encourage (including by way of furnishing information), or 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 accordance Section 10.6 hereof), or enter into or maintain or continue discussions or negotiate with this Agreement and except as set out any person in Exhibit D hereto, no Investor and none furtherance of such Investor’s inquiries or to obtain an Acquisition Proposal, or agree to or 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 any inquiries and proposals which it or any of its Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or agents may receive; provided, however, that (i) Seller and its Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, may furnish or cause to be votedfurnished confidential and non-public information concerning Seller and its businesses, at every shareholder properties or stakeholder meeting assets to a third party (whether subject to execution by written consent or otherwisesuch 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 ▇▇▇▇▇ ▇, ▇▇▇▇), including any adjournment(▇▇) following the execution of such a confidentiality agreement, recess Seller may engage in discussions or postponement thereofnegotiations with a third party executing such an agreement, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information following receipt of an Acquisition Proposal, Seller may take and disclose to any third party its shareholders a position with respect to such Acquisition Proposal, including, if such Acquisition Proposal is a view tender offer, Seller’s Board of Directors may take and disclose to its shareholders a position contemplated by Rule 14e-2 under the third party or any other person pursuing or considering to pursue the subject matter Securities Exchange Act of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); 1934, and/or (iv) (A) acquire any Company Shares following receipt of an Acquisition Proposal, Seller’s Board of Directors may withdraw or other securities modify its recommendation to shareholders, but in each case referred to in the Companyforegoing 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, or further, that Seller’s Board of Directors shall not take any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or foregoing actions referred to in clauses (yi) securities of the Company granted pursuant through (iv) until after reasonable notice to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding and consultation with Purchaser with respect to a Transfer or limitation on voting rights such action and that Seller’s Board of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 Directors shall continue to apply (a) 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 each Failing Investor the properties, books or records of Seller for a period the purpose of one (1) year following making, or in connection with, an Acquisition Proposal, then Seller shall promptly inform Purchaser as provided above of the terms and conditions of such proposal or request and the identity of the person making it. Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Acquisition Proposal. (b) Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of Section 2.4.15.4(a) by any employee, the foregoing clauses (iv) and (v) officer or director or authorized employee, agent or representative of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives Seller or any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her Affiliates (including, without limitation, any rights under investment banker, financial advisor, attorney or accountant or other representative retained by Seller or any of its Affiliates) or otherwise shall be deemed to be a breach of Section 238 of the Companies Act (as defined under the Support Agreement))5.4 by Seller.

Exclusivity. Other than transfers (a) During the Pre-Closing Period, the Company shall not, and assignments the Company shall require each of Commitments that are made in accordance with this Agreement its officers, directors, employees, representatives and except as set out in Exhibit D heretoagents not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiry, 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 written or oral agreement, arrangement or understanding (whether legally binding or not) agreement with any party (other potential investor 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 acquiror 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 group received after the date of investors or acquirors or any this Agreement that the Company's Board of their respective representatives or Affiliates 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 subject matter Company to the person making such Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of this Agreement the other party than the NDA and the Merger Agreement (y) participate in discussions or any other similar transaction involving the Company or any of its Subsidiaries negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Advisors regarding any transaction Acquisition Proposal. Without limiting the foregoing, it is agreed that involves a material portion any violation of the assets restrictions set forth in this Section 4.9 by any Advisor of the Company or any of its Subsidiaries) , whether or do, anything which not such person is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause purporting to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets act on behalf of the Company or any otherwise, shall be deemed to be a material breach of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in this Section 4.9 by the Company. (c) The Company shall promptly, and in any event within one business day, notify any party with which discussions or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities negotiations of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters nature described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply paragraph (a) to each Failing Investor above were pending that the Company is terminating such discussions or negotiations. If the Company receives any Acquisition Proposal or any request for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights information in connection with the Transactions any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to any and all Rollover Shares beneficially owned by it/him/her (including, without limitationlead to, any rights under Section 238 Acquisition Proposal, the Company shall, within two business days after such receipt, notify the Buyer of such Acquisition Proposal, request or inquiry, including the identity of the Companies Act (as defined under other party and the Support Agreement))terms of such Acquisition Proposal, request or inquiry.

Exclusivity. Other than transfers From and assignments after the date hereof until the earlier of Commitments that are made the Closing or the termination of this Agreement in accordance with this Agreement and its terms, except as set out in Exhibit D heretoforth on Schedule 6.08, no Investor the Seller Parties shall not, and none Seller shall cause each of such Investor’s Affiliates shall its Subsidiaries and its and their respective Representatives not to, directly or indirectly, (ia) solicit, initiate, 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, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into into, participate in, maintain or continue any written discussions or oral agreementnegotiations relating to, arrangement or understanding (whether legally binding or not) any Acquisition Proposal with any Person other potential investor than the Buyer or acquiror any of its Subsidiaries or group their respective Representatives (it being understood that informing a Person of investors the existence of this Agreement after any such Person contacts a Seller Party or acquirors 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 Representatives any information that the Seller Parties reasonably expect would be used for the purposes of formulating any inquiry, expression of interest, proposal or Affiliates with respect offer relating to the subject matter of this Agreement and the Merger Agreement an Acquisition Proposal, or take any other similar transaction involving the Company action regarding any inquiry, expression of interest, proposal or any of its Subsidiaries (including any transaction offer that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteconstitutes, or cause would reasonably be expected to be votedlead to, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares an Acquisition Proposal or (yd) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant accept any option for the sale of or otherwise transfer or dispose of, Acquisition Proposal or enter into any agreement, arrangement or understanding to sell (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect relating to any Company Shares Acquisition Proposal. From and after the date hereof until the Closing Date or other securities the valid termination of this Agreement in accordance with Article VIII, the Company; (vii) seekSeller Parties shall, solicitand Seller shall cause each of its Subsidiaries and its and their respective Representatives to, initiateimmediately cease and cause to be terminated any and all existing activities, encourage, facilitate, induce discussions or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) negotiations with any other person regarding the matters described in Section 2.12(i) Persons conducted prior to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of or on the date of this Agreement (which may be extended as jointly agreed by all Parties) with respect to any Acquisition Proposal. From and (ii) 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 terms 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 the Buyer or any of its Subsidiaries or its Representatives) after the date hereof, provided that with respect to this sub-section including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (b)the “Other Interested Party”) and the material terms of such expression of interest, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreementsinquiry, arrangementsproposal, understandings offer or discussions between an Investor and its Permitted Transfereesrequest for information; and provided further that notwithstanding anything (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 of the Other Interested Party’s Representatives to any Seller Party, any of 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 any of their respective Representatives to the contrary herein, following the termination of this Agreement with respect to Other Interested Party or any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Other Interested Party’s Representatives.

Exclusivity. Other than transfers Each of the Company and assignments the Principal Stockholder agrees that, after the date hereof until the earlier of Commitments that are made the Closing and the termination of this Agreement in accordance with this Agreement its terms, it shall not, and except as set out it shall cause its respective Subsidiaries and Affiliates not to, and it shall not authorize or permit its and their respective officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and representatives to, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) participate in Exhibit D heretoany discussions or negotiations regarding, no Investor or furnish to any Person (other than Parent, Merger Sub and none their respective representatives) any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of such Investorany proposal that constitute, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s Affiliates shall or any Subsidiaries of the Company’s securities; or (id) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates agreement with respect to any Acquisition Proposal. Without limiting the subject matter generality of the foregoing, each of the Company and the Principal Stockholder shall, and shall cause its respective Subsidiaries and Affiliates to, and shall use its reasonable best efforts to cause its and their respective officers, employees and representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person (other than Parent, Merger Sub and their respective representatives), conducted prior to the date hereof with respect to any Acquisition Proposal. For purposes of this Agreement and the Merger Agreement Section 9.5, “Acquisition Proposal” means any offer or any proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction Table of Contents involving the Company or any of its Subsidiaries (including Subsidiaries, any transaction that involves a material portion purchase of at least 5% of the assets of the Company and its Subsidiaries, taken as a whole, or any capital stock of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted transactions contemplated by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement (which may be extended as jointly agreed by all Parties) until the earlier of the Closing and (ii) the termination of this Agreement in accordance with its terms, the terms hereofCompany shall not, provided that and shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss (with a third party) or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to this suba Company Acquisition Proposal; (ii) furnish or disclose any non-section public information to any Person (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything other than to the contrary hereinParties and their respective Representatives) in connection with, following the termination of this Agreement with respect or that would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses Contract regarding a Company Acquisition Proposal; (iv) and prepare or take any steps in connection with a public offering of any equity securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of this Section 2.12 the foregoing. (b) The Company shall cease to apply (i) notify Parent promptly upon receipt of any Company Acquisition Proposal, describing the terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal, unless the Company is bound by any confidentiality obligation prohibiting the disclosure of such identity) and (ii) keep Parent reasonably informed on a reasonably current basis of any material modifications to such terminated Non-Consenting Investoroffer or information. Each Rollover Investor hereby waives The Company shall, and shall cause its Affiliates to, and shall authorize and instruct its Representatives to, immediately cease any and all of his/her/its dissenter’s rights in connection existing discussions or negotiations with any Person conducted prior to the Transactions Execution Date with respect to, or which is reasonably likely to any and all Rollover Shares beneficially owned by it/him/her (includinggive rise to or result in, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))a Company Acquisition Proposal.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the terms hereofCompany shall not, provided that and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to this suba Company Acquisition Proposal; (ii) furnish or disclose any non-section public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) make any filings with the SEC in connection with a public offering of any equity or other securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquiror) to do or seek to do any of the foregoing. The Company agrees to (A) notify Acquiror promptly (and, in any event, within one (1) Business Day) upon receipt of any Company Acquisition Proposal by the Company, describing the material terms and conditions thereof in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal), (B) keep Acquiror reasonably informed on a current basis of any modifications to such offer or information and (C) refrain from (and to cause its Subsidiaries and their respective Representatives to refrain from) conducting any further discussions with, providing any information to or entering into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than Acquiror and its Representatives) that may be ongoing with respect to a Company Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. (b), ) From the date of this Section 2.12 shall in any event terminate at Agreement until the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings earlier of the Closing or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement in accordance with its terms, Acquiror shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an Acquiror Acquisition Proposal; (ii) furnish or disclose any Nonnon-Consenting Investor pursuant public information to Section 2.4.1any Person in connection with, the foregoing clauses or that could reasonably be expected to lead to, an Acquiror Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding an Acquiror Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing. Acquiror agrees to (A) notify the Company promptly (and, in any event, within one (1) Business Day) upon receipt of any Acquiror Acquisition Proposal by Acquiror, describing the material terms and conditions thereof in reasonable detail (including the identity of any person or entity making such Acquiror Acquisition Proposal) and (vB) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 7.02 shall not prohibit the Company, Acquiror or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 2.12 shall cease to apply to 7.02 (such terminated Non-Consenting Investor. Each Rollover Investor hereby waives as answering phone calls) or informing any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (includingPerson inquiring about a possible Company Acquisition Proposal or Acquiror Acquisition Proposal, without limitationas applicable, any rights under Section 238 of the Companies Act (as defined under existence of the Support Agreement))covenants and agreements contained in this Section 7.02.

Exclusivity. Other than transfers and assignments From the date of Commitments that are made in accordance with this Agreement until the earlier of (a) the Closing or (b) the termination of this Agreement pursuant to Section 8.1 (the “Exclusivity Period”), Sellers will not, will not permit the Acquired Companies to, and except as set out in Exhibit D heretowill not authorize any officer, no Investor and none manager, director, Affiliate, employee or agent of such Investor’s Affiliates shall Sellers or the Acquired Companies to (i) enter into solicit, initiate or encourage the submission of inquiries, proposals or offers from any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors Person relating to an investment in or any business combination with the Acquired Companies, or the sale of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets and/or equity of the Company or any of its Subsidiaries) or doAcquired Companies (a “Competing Transaction”), anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteenter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, regarding any Competing Transaction, or furnish to any other Person any information with respect to the assets or business of the Acquired Companies for the purpose of pursuing a possible Competing Transaction with another party or (iii) otherwise participate in, assist, facilitate or encourage any effort or attempt by any other Person to do any of the foregoing. Sellers will not, and will not permit the Acquired Companies to, directly or indirectly authorize any other Representative to take any action prohibited to Sellers, the Acquired Companies or the officers, managers, directors, Affiliates, employees, or agents of Sellers and the Acquired Companies under this Section 5.10. Sellers will, and will cause the Acquired Companies, and each of their respective officers, managers, directors, Affiliates, employees, and agents, to immediately cease and cause to be voted, at every shareholder terminated any existing discussions or stakeholder meeting negotiations with any Persons (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (xBuyer) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following conducted before the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, Competing Transaction for the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 duration of the Companies Act (as defined under the Support Agreement))Exclusivity Period.

Exclusivity. Other than transfers (1) Buyer contemplates the expenditure of substantial sums of time and assignments money in connection with legal, accounting, financial, and due diligence work to be performed in conjunction with the transactions contemplated under this Agreement. For purposes of Commitments that are made in accordance inducing Buyer to proceed with this Agreement and except as set out in Exhibit D heretothe transactions, no Investor and none of such Investor’s Affiliates Seller shall (i) enter into any not, directly or indirectly, without Buyer's prior written consent, initiate or oral agreement, arrangement or understanding (whether legally binding or not) hold discussions with any person or entity (other potential investor than Buyer) concerning a purchase, affiliation, or acquiror lease of all or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion part of the assets Assets, directly or indirectly, whether by sale of the Company equity, merger, consolidation, sale or any lease of its Subsidiaries) or domaterial assets, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteaffiliation, joint venture, or cause other material transaction for the period of time from the date hereof until the date specified in the first sentence of Section 8.2(3) (or such later period of time as the parties mutually agree pursuant to Section 8.2(3)). Seller will promptly notify Buyer by telephone and thereafter confirm in writing via fax, if any such discussions or negotiations are sought to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Companyinitiated with, or any rightsuch proposal or possible proposal is received directly or indirectly, title or interest thereto or thereinby Seller. In the event Seller receives an unsolicited offer related to a type of transaction described in this paragraph, other than (x) its Rollover Shares or securities Seller shall promptly inform the person making such unsolicited offer of the Company convertible existence of its obligations under this Section 15.13 but shall not disclose the contents of this Section or exchanged from the Rollover Shares this Agreement, and Seller shall reject such offer and promptly notify Buyer thereof. (2) Seller may, directly or indirectly, furnish information and access, in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group (yeach a "POTENTIAL ACQUIROR") securities pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such Potential Acquiror concerning a purchase, affiliation or lease of all or a material part of the Company granted pursuant to the Company’s existing equity incentive plans Assets, directly or issuable upon exercise or settlement of the equity incentive awards granted indirectly, whether by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of capital stock, merger, consolidation, sale or otherwise transfer or dispose oflease of material assets, or enter into any agreementaffiliation, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares joint venture or other securities in the Company material transaction (“Transfer”); (van "ACQUISITION TRANSACTION") enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of only if: (i) the one-year anniversary Potential Acquiror has, in circumstances not involving any prior breach by Seller of the date of this Agreement (which may be extended as jointly agreed by all Parties) and foregoing provisions, made an offer to purchase, (ii) Seller's Board of Trustees is advised in writing by its financial advisor that such Potential Acquiror has the termination financial wherewithal to consummate such an offer, (iii) Seller's Board of this Agreement Trustees is advised in accordance writing by its legal counsel that failure to negotiate an Acquisition Transaction with the terms hereofPotential Acquiror would breach fiduciary duties owed by the Board of Trustees, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) copies of the written opinions of Seller's financial advisor and (v) of legal counsel are promptly provided by Buyer. In the event the Seller shall take any action pursuant to the foregoing sentence, it shall promptly inform Buyer as to that fact and shall furnish to Buyer the specifics thereof. Seller may not enter into a definitive agreement for an Acquisition Transaction with a Potential Acquiror with which it is permitted to negotiate pursuant to this Section 2.12 15.13(b) unless at least ten (10) business days prior to Seller's execution thereof, Seller shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and have furnished Buyer with a description of all of his/her/its dissenter’s rights the material terms thereof and a copy of the document or documents to be executed in connection with the Transactions with respect Acquisition Transaction, and an opportunity for Buyer to any enter into an agreement on terms equal to the Acquisition Transaction. In the event that Seller completes an Acquisition Transaction, then at the closing of such Acquisition Transaction, Seller shall pay to Buyer a fee of One Million and all Rollover Shares beneficially owned No/100 Dollars ($1,000,000.00). This fee is intended as reasonable compensation to Buyer for Buyer's efforts in the competitive bid process conducted by it/him/her (includingSeller, without limitation, any rights under Section 238 the negotiation of the Companies Act (letter of intent, the completion of the due diligence process and the negotiation of this Agreement, as defined under well as compensation for opportunities foregone by Buyer in order to pursue this transaction. Said fee is an integral part of the Support Agreement))transactions contemplated by this Agreement and Buyer would not enter into this Agreement without said fee.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement Subject to its fiduciary duties and except as otherwise set out in Exhibit D heretoforth herein, no Investor and none of such Investor’s Affiliates shall (i) enter into LBI, any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors LBI Subsidiary or any of their respective representatives directors, officers, employees, professional and financial advisors, representatives, agents and Affiliates shall, directly or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or doindirectly, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiatemake, encourage, facilitate, induce solicit, initiate or enter into assist any negotiationinquiries, discussionproposals, agreement offers or understanding expressions of interest from, or provide any nonpublic information or access to LBI's or any LBI Subsidiary's premises to, or participate in any discussions or negotiations with, any Person (whether other than MNB and Newco and their directors, officers, employees, professional and financial advisors, representatives, agents and Affiliates) concerning or relating to: (a) any merger, sale of assets not in writing the Ordinary Course of Business, acquisition, business combination, change of control or other similar transaction involving LBI or any LBI Subsidiary, or (b) any purchase or other acquisition by any Person of five percent (5%) or more of the capital stock of LBI or of any capital stock of any LBI Subsidiary, or (c) any issuance by any LBI Subsidiary of any shares of its capital stock (collectively, a "Competing LBI Proposal"). LBI will promptly advise MNB of, and whether communicate to MNB the terms and conditions of, and the identity of the Person making, any Competing LBI Proposal, and will promptly furnish MNB with copies of any non-privileged documents provided to and received from such Person, and summaries of any other communications with respect to such Competing LBI Proposal. Upon the date of this Agreement, LBI will terminate all discussions and negotiations that it has heretofore engaged in or not legally binding) conducted with any other person regarding Person with respect to any of the matters described above, and will advise its directors, officers, employees, professional and financial advisors, representatives, agents and Affiliates to also terminate the same. Notwithstanding the foregoing, LBI may engage in Section 2.12(i) discussions or negotiations with, furnish nonpublic information concerning LBI and any LBI Subsidiary and their respective properties, assets and business, and grant access to Section 2.12(vi). This Section 2.12 shall continue the facilities of LBI and any LBI Subsidiary, to apply (a) to each Failing Investor for any Person that hereafter makes a period of one (1) year following Competing LBI Proposal that was not directly or indirectly, after the date that it becomes a Failing Investor and hereof, made, encouraged, facilitated, solicited, initiated or assisted by LBI, any LBI Subsidiary or any of their respective directors, officers, employees, professional or financial advisors, representatives, agents or Affiliates (b) an "Unsolicited LBI Proposal"), but only to each Investor other than the Failing Investors until the later to occur of extent that: (i) the one-year anniversary board of the date directors of this Agreement (which LBI receives a written opinion from its independent financial advisor that such proposal may be extended as jointly agreed by all Parties) and superior to the Contemplated Transactions from a financial point of view to LBI's stockholders; (ii) LBI's outside legal counsel advises LBI that the termination maker of this Agreement the Unsolicited LBI Proposal may legally acquire LBI and LFSB; (iii) LBI's board of directors, after consultation with its outside legal counsel, determines in accordance good faith that such action is necessary for LBI's board of directors to comply with the terms hereof, provided that with respect its fiduciary duties to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transfereesstockholders under all applicable Legal Requirements; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease prior to apply furnishing such information to, or entering into discussions or negotiations with, such Person, LBI provides reasonable notice to MNB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Person.

Exclusivity. Other than transfers and assignments of Commitments that are made (a) Except as provided in accordance with this Agreement and except as set out in Exhibit D heretoSection 4.7(b), no Investor and none of such Investor’s Affiliates shall (i4.7(c) enter into any written or oral agreement6.1(f), arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to from the subject matter date of this Agreement and until the Merger Agreement or any other similar transaction involving the Company or any earlier of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions termination of this Agreement or the Transactions; Effective Time, the Company shall not and shall not authorize or permit its officers, directors, employees, investment bankers, attorneys, accountants or other agents to directly or indirectly (i) initiate, solicit or knowingly encourage, or knowingly take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Company Acquisition Proposal, (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust agreement with respect to any Company Shares Acquisition Proposal, or (iii) engage in negotiations or discussions with, or provide any information or data to, any person (other securities in the Company; (viithan Buyer) seek, solicit, initiate, encourage, facilitate, induce or enter into relating to any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and Company Acquisition Proposal. (b) Notwithstanding the foregoing, prior to each Investor other than obtaining the Failing Investors until the later to occur of Requisite Stockholder Approval, Company may (i) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms no less favorable to Company than those contained in the one-year anniversary of the date of this Confidentiality Agreement (which may be extended as jointly agreed by all Parties) and (ii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal if the termination Company Board of this Agreement Directors determines in accordance good faith by resolution duly adopted, after consultation with the terms hereofoutside legal counsel and a financial advisor of nationally recognized reputation, provided that with respect such Company Acquisition Proposal constitutes or would reasonably be expected to this sub-section lead to a Company Superior Proposal, but only if such Company Acquisition Proposal did not result from a breach of Section 4.7(a). (b), this Section 2.12 c) The Company shall promptly (and in any event terminate at case within 48 hours) (i) notify Buyer of any Company Superior Proposal, which notice shall include a copy of such Company Superior Proposal, (ii) notify Buyer upon receipt of any inquiries, proposals or offers received by, any request for information from, or any discussions or negotiations sought to be initiated or continued with, Company or its representatives concerning a Company Acquisition Proposal or that could reasonably be expected to lead to a Company Acquisition Proposal and disclose the Effective Time; identity of the other party and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials and (iii) provide Buyer with copies of all written materials provided that by Company to such party. Company will keep Buyer informed on a reasonably prompt basis (and, in any event this Section 2.12 case, within 48 hours of any significant development) of the status and details (including amendments and proposed amendments) of any such Company Superior Proposal or other inquiry, offer, proposal or request. Company shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary hereinpromptly, following a determination by the termination Company Board of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1Directors that a Company Acquisition Proposal is a Company Superior Proposal, the foregoing clauses (iv) and (v) notify Buyer of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))determination.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to From the subject matter of this Agreement and date hereof until the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion earlier of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement Closing and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereofand conditions of Article IX, provided that the Company shall not (and the Company shall cause its Subsidiaries, including the Sellers and the Group Companies and shall direct their respective Representatives not to), directly or indirectly, (a) solicit, initiate, facilitate or encourage the submission of any proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization or acquisition of any Equity Interests of the Group Companies, assets of the Group Companies, or the ▇▇▇▇▇▇▇▇ Real Estate Assets, in each case, other than sales of inventory and other assets in the ordinary course of business, assets of the Business or the Group Companies (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”), (b) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (c) approve, endorse or recommend, or propose publicly to this sub-section approve, endorse or recommend, any Acquisition Proposal (b)d) execute or enter into any letter of intent, this Section 2.12 agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal, or (e) otherwise resolve, propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, the Company shall, and the Company shall in cause its Subsidiaries and their respective Representatives to, (i) immediately cease and cause to be terminated any event terminate at the Effective Time; provided that in existing discussions or negotiations with any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything Person conducted prior to the contrary herein, following the termination of this Agreement date hereof with respect to any Non-Consenting Investor pursuant Acquisition Proposal and shall discontinue access by any Person (other than Buyer and its Representatives) to Section 2.4.1any data room (virtual or otherwise) established by the Company or any of its Representatives for such purpose, the foregoing clauses (iv) and (vii) promptly notify Buyer orally and in writing of this Section 2.12 shall cease receipt by the Company or any of its Subsidiaries or any of their respective Representatives of any proposal that constitutes an Acquisition Proposal including the terms hereof, and provide to apply to Buyer a copy of such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights inquiry or proposal, if in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))writing.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (ia) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to Between the subject matter date of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion earlier of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement Closing and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereofArticle VII, provided that Parent shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly take any action to (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal, (ii) enter into, continue or otherwise engage in discussions or negotiations with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement third party with respect to any Non-Consenting Investor pursuant Acquisition Proposal, (iii) provide information to Section 2.4.1, the foregoing clauses any third party in connection with an Acquisition Proposal or (iv) and (v) enter into any agreement in principle, letter of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives intent, memorandum of understanding, merger agreement or any and all of his/her/its dissenter’s rights in connection with the Transactions other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all Rollover Shares beneficially owned by it/him/her existing activities, discussions, negotiations and communications, if any, (includingx) with any third party with respect to, without limitationor which would reasonably be expected to lead to, any rights under Section 238 Acquisition Proposal or (y) in connection with a potential initial public offering of the Companies Act Business; and (as defined under iii) request the Support Agreement)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) Promptly upon receipt of an unsolicited Acquisition Proposal, Parent shall notify Buyer, which notice shall include a written summary of the material terms of such proposal and the identity of the party that submitted such proposal. Parent may respond to any unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Acquisition and is unable to provide any information related to Parent or any of its Subsidiaries or entertain any proposals or offers or engage in any discussions or negotiations with respect to an Acquisition Proposal.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to During the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged period from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement through the earlier to occur of the Closing Date (which may be extended as jointly agreed by all Partiesor, if later, the last to occur of the Deferred Transfer Dates) and (ii) the termination of this Agreement in accordance with pursuant to Article IX (or, if applicable, the terms hereofdate on which Section 2.7 is terminated pursuant to Section 2.7(g)) , provided that with respect Parent shall not, and shall cause its Affiliates and their respective equityholders, managers, officers, employees, representatives and agents not to, and to this sub-section (b)the extent Parent has a consent right over such actions, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor permit Sellers and its Permitted Transferees; Affiliates to, directly or indirectly, alone or with others, (i) solicit, initiate or knowingly encourage the submission of any proposal or offer from any Person (other than Buyer and provided further that notwithstanding anything its Affiliates and representatives) relating to any acquisition of any of the contrary hereinTransferred Interests or the Acquired Businesses (including any acquisition structured as a merger, following consolidation or share exchange) or any joint venture or other extraordinary business venture or transaction involving the termination Companies, the Transferred Subsidiaries, Seller’s and its Affiliates’ interests in the JVs or the Acquired Businesses (each of this Agreement the foregoing, an “Alternative Transaction”) or (ii) enter into, maintain or continue discussions or negotiations regarding, or furnish or disclose to any Person (other than Buyer and its Affiliates and representatives) any information in connection with any Alternative Transaction, and Parent and its Affiliates shall not, and shall not permit Seller and its Affiliates to, accept any offer from or enter into any letter of intent or purchase agreement, merger agreement or other similar agreement with any Person other than Buyer or any of its Affiliates with respect to any Non-Consenting Investor pursuant to Section 2.4.1Alternative Transaction. Parent and its Affiliates shall (and shall cause its equityholders, the foregoing clauses (ivmanagers, officers, employees, representatives and agents to) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives terminate any and all of his/her/negotiations with any Person (other than Buyer and its dissenter’s rights Affiliates and representatives) regarding an Alternative Transaction and will notify Buyer in connection with the Transactions event that a third party makes a bona fide offer with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (foregoing matters after the date of this Agreement. Parent represents and warrants neither Parent nor any of its Affiliates has entered into any agreement with any third party that would reasonably be expected to result in Buyer or any of its Affiliates having any liability to such third party as defined under a result of entering into this Agreement or performing the Support Agreement))transactions contemplated hereby.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement (which may be extended as jointly agreed by all Parties) until the earlier of the Closing Date and (ii) the date of termination of this Agreement in accordance with its terms, none of Sellers, the terms hereofCompany or the Subsidiaries shall, provided that and each shall cause their Affiliates and Representatives not to, directly or indirectly, through any officer, director, employee, agent, partner, affiliate or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person or entity relating, with respect to this sub-section the Company or any of the Subsidiaries, to any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or any material portion *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the assets (other than inventory sold in the ordinary course of business) of, or any equity interests in, the Company or any of the Subsidiaries, or (c) similar transaction or business combination (a “Competing Transaction”), this Section 2.12 shall nor participate in any event terminate at the Effective Time; provided that or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity (other than Buyer and its Affiliates and Representatives) any information with respect to, or otherwise cooperate in any event this Section 2.12 way with or facilitate any effort or attempt by any person or entity to effect a Competing Transaction. Sellers shall, and shall not apply to agreementscause the Company, arrangementsthe Subsidiaries and shall instruct their respective Representatives and Affiliates to, understandings or immediately cease any existing activities, discussions between an Investor and negotiations with any Persons (other than Buyer and its Permitted Transferees; Affiliates and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement Representatives) with respect to any Non-Consenting Investor pursuant of the foregoing. If any of any Seller, Company, any Subsidiary or any of their respective Affiliates or Representatives receives any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to Section 2.4.1lead to, a Competing Transaction (each, a “Transaction Proposal”), the foregoing clauses Company shall promptly (ivand in any event within 24 hours) advise Buyer of such Transaction Proposal, the identity of the Person making such Transaction Proposal and the material terms and conditions of any such Transaction Proposal (including any changes thereto) and provide Buyer a copy of any written materials received from such Person making the Transaction Proposal all correspondence and other written material sent by or provided to such Seller, the Company, the Subsidiaries (vor their respective Affiliates or Representatives) in connection with any such Transaction Proposal. Any violation of the restrictions set forth in this Section 6.3 by any Affiliate or Representative of the Company or a Seller shall be a breach of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with 6.3 by the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Company or applicable Seller respectively.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following Until the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur earlier of (i) the one-year anniversary of Closing or (ii) the date of termination of this Agreement pursuant to the provisions of Article X (the "Exclusivity Period"), each of Sellers shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, attorney or other advisor or representative retained by any of them to directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity any non-public information with respect to, or take any action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person or entity with respect to any Acquisition Proposal, or (iv) enter into any letter of intent or any agreement relating to any Acquisition Proposal; provided, however, that at any time prior to obtaining the PLM Stockholder Approval, the Board of Directors of PLM, in response to a Superior Proposal, may authorize Sellers to (x) furnish non-public information with respect to Sellers to the person or entity which may made such Acquisition Proposal pursuant to a customary written confidentiality agreement, and (y) participate in negotiations and discussions regarding such Acquisition Proposal. PLM will immediately cease and cause to be extended as jointly agreed by all Partiesterminated any existing activities, discussions and negotiations conducted prior to the date hereof with respect to any Acquisition Proposal with any third party. PLM shall provide Buyer with (i) at least 48 hours prior notice of any meeting of the Board of Directors of PLM at which they are reasonably expected to consider an Acquisition Proposal, and (ii) five business days prior written notice of a meeting of the termination Board of Directors, or any committee thereof, at which they are reasonably expected to withdraw, amend or modify their unanimous recommendation to vote in favor of PLM Stockholder Approval or to make the determination to recommend instead a Superior Proposal. (b) During the Exclusivity Period, each of the Sellers also agree to: notify Buyer immediately upon receiving any inquiry from any person or entity relating to any Acquisition Proposal; and disclose the identity of any person or entity, making a bona fide offer relating to an Acquisition Proposal, the terms and conditions of such offer, and keep Buyer fully informed on a current basis of the status and details of any Acquisition Proposal. (c) Each of the Sellers acknowledges that this Section 5.12 was a significant inducement for Buyer to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the Purchase Price or (ii) a failure to induce Buyer to enter into this Agreement. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Agreement Section 5.12 were not performed in accordance with their specific terms or were otherwise breached. The parties hereto agree that Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) provisions of this Section 2.12 shall cease 5.12 and to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives enforce specifically the terms and provisions hereof in any and all court of his/her/its dissenter’s rights the United States or any state having jurisdiction, this being in connection with the Transactions with respect addition to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))other remedy to which Buyer may be entitled at law or in equity.

Exclusivity. Other than transfers (a) During the Pre-Closing Period, the Company shall not, and assignments the Company shall require each of Commitments that are made in accordance with this Agreement its officers, directors, employees, representatives and except as set out in Exhibit D heretoagents not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) enter into initiate, solicit, knowingly encourage or otherwise knowingly facilitate any written inquiry, proposal, offer or oral agreement, arrangement or understanding (whether legally binding or not) discussion with any party (other potential investor than the Buyer or acquiror its representatives) concerning any acquisition, equity or group debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of investors stock, sale or acquirors license (other than a Japan Agreement) of material assets or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar business transaction involving the Company or any of its Subsidiaries Subsidiary (including an “Acquisition Proposal”), (ii) furnish any transaction that involves a material portion of information concerning the business, properties or assets of the Company or any of Subsidiary or the Company Shares to any party in connection with, or to facilitate or induce the making of, an Acquisition Proposal (other than the Buyer or its Subsidiariesrepresentatives) or do(iii) engage in negotiations or enter into any agreement with any party (other than the Buyer or its representatives) concerning any Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.7, anything which if, prior to the date the Company obtains the Requisite Stockholder Approval, the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party that its Board of Directors, after consultation with the Company’s financial advisor and outside counsel, has in good faith concluded is, or is reasonably likely to lead to, a Superior Offer, the Company may (A) furnish nonpublic information to the third party making such Acquisition Proposal and (B) engage in negotiations with the third party with respect to the Acquisition Proposal to the extent the Company’s Board of Directors determines in good faith that the failure to do so would be inconsistent with its obligations under applicable Law. (b) The Company shall immediately notify any party with which discussions or negotiations of the provisions nature described in Section 5.7(a) were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or offer of the nature described in paragraph (a) above, the Company shall, within one (1) Business Day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer; provided, that if such disclosure would be prohibited by the terms of any non-disclosure agreement in effect before the date hereof, the Company shall give the Buyer the choice of whether or not to receive such disclosure and, if the Buyer elects to receive such disclosure, the resulting breach of such non-disclosure agreement shall not constitute a breach of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company an indemnifiable claim under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Article VII.

Exclusivity. Other than transfers Company shall immediately cease and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into cause to be terminated any written existing discussions or oral agreement, arrangement or understanding (whether legally binding or not) negotiations with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates persons conducted heretofore with respect to any merger, financing (other than any financing in the subject matter ordinary course of this Agreement business consistent with previous practices not to exceed $100,000 in the aggregate and not involving the Merger Agreement issuance of securities convertible into or any other exchangeable or exercisable for Company securities), consolidation, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transaction involving the Company company or any of its Subsidiaries subsidiaries, as the case may be (including any transaction that involves a material portion of the assets of the Company foregoing inquiries or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor proposals other than the Failing Investors until Purchase and the later Bridge Loan contemplated hereby arising prior to occur of July 15, 1997 (i) the one-year anniversary of whether initiated before or after the date of this Agreement (which may be extended letter of intent) being referred to as jointly agreed by all Parties) and (ii) an "Acquisition Proposal"). From the termination date of this Agreement letter of intent until the earlier of the date Buyer advises Company of its intention to terminate negotiations as provided in accordance with Section 4 above, and July 15, 1997 (the terms hereof"Exclusivity Period"), the Company shall not, directly or indirectly, through any of its officers, directors, employees, representatives or agents, initiate, solicit or encourage the initiation of, any inquiries or proposals regarding any Acquisition Proposal. Nothing contained in this Section 9 shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal, provided that with respect the Board of Directors determines in good faith (upon advice of independent counsel) that it is required to this sub-section (b)do so in order to discharge properly its fiduciary duties, this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything any such action by the Board of Directors will give rise to the contrary hereinobligation of the Company to pay the Break Fee described below in the event the Company completes a transaction with a party other than Buyer as a result of such Acquisition Proposal. In the event Buyer advises Company of its intention to continue negotiations after its completion of due diligence review in accordance with Section 4 above, following and Buyer and Company enter into a definitive agreement, such definitive agreement shall provide for a Break Fee on substantially the termination same terms as are set forth in this letter of this Agreement with respect intent. Company shall immediately notify Buyer after receipt of any Acquisition Proposal, or any modification of or amendment to any Non-Consenting Investor pursuant Acquisition Proposal, or any request for nonpublic information relating to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights Company in connection with an Acquisition Proposal or CinemaStar Luxury Theaters, Inc. June 20, 1997 Page 6 for access to the Transactions with respect to properties, books or records of Company by any person or entity that informs the Board of Directors that it is considering making, or has made, an Acquisition Proposal. Company will ensure that its officers, directors and all Rollover Shares beneficially owned employees and any investment banker or other representative or adviser retained by it/him/her (including, without limitation, any rights under Section 238 it are aware of the Companies Act restrictions imposed by this Section 9. Company shall pay to Buyer a fee (the "Break Fee") of $600,000 within ten days of the first to occur of any of the following: (a) if Company breaches any of the provisions set forth in the first paragraph of Section 9; (b) if Company fails during the Exclusivity Period to enter into a definitive agreement with Buyer for a transaction on substantially the terms set forth in this letter of intent, provided that ▇▇▇▇▇ has negotiated in good faith, that ▇▇▇▇▇ has waived its due diligence condition, and provided further that Buyer has presented to the Company for its execution a definitive agreement on substantially the terms set forth in this letter of intent and otherwise containing only customary representations, warranties and covenants of, and indemnities for, a stock purchase of the kind contemplated herein (provided that, to the extent that, during the negotiation of the definitive agreement, ▇▇▇▇▇ has proposed and Company has agreed to the inclusion in the definitive agreement of any provision, such provision shall be deemed to be customary); (c) if Buyer and Company enter into a definitive agreement and the approval of Company shareholders to such agreement and any required amendments to the Company's Articles of Incorporation is not received on or before August 28, 1997 (or, if extended as defined under provided above, September 12, 1997); or (d) if on or before June 30, 1998, the Support Agreement))Company consummates a transaction pursuant to an Acquisition Proposal arising prior to (including any such Acquisition Proposal arising prior to the execution of this letter agreement) or during the Exclusivity Period with a party other than Buyer.

Exclusivity. Other than transfers and assignments (a) Except as provided in Section 1(b) below, for sixty (60) days after the date of Commitments that are made in accordance with this Agreement (the "Termination Date"), the Company, its subsidiaries and except as set out in Exhibit D heretoaffiliates and their respective directors, no Investor officers, advisors, representatives and none of such Investor’s Affiliates other agents shall not directly or indirectly (i) enter into solicit, initiate, encourage, facilitate the submission of or entertain any written proposals or oral agreementoffers relating to, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party in response to any submissions, proposals or offers relating to, (iii) engage in any negotiations or discussions with a view any person or entity relating to, or (iv) otherwise cooperate in any way with any person in connection with (such actions being individually and collectively referred to the third party herein as "Marketing") any acquisition, merger, recapitalization, liquidation, dissolution or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company all or any of its Subsidiaries (including any transaction that involves a material portion of the Company, its business or assets or all or any material portion of the Company's capital stock or other equity interests, other than the Transaction. The Company shall promptly notify Edgecliff of any such proposals or offers made on or prior to the Termination Date. From and after the date of this letter until the Termination Date, the Company, its subsidiaries and affiliates and their respective directors, officers, advisors, representatives and other agents shall not directly or indirectly take any other action (or fail to take any required action) or permit any person on its behalf to take any other action (or fail to take any required action) that would be inconsistent with, delay or adversely affect the consummation of the Transaction. Nothing contained in this paragraph, however, shall prevent the Company's Board of Directors (the "Board"), if they determine in good faith that their fiduciary duty so requires, from (A) considering a Superior Offer (as defined below) which had not been directly or indirectly solicited, initiated or encouraged by the Company, its subsidiaries or affiliates, or their respective directors, officers, advisors, representatives and other agents on or after the date of this Agreement; provided, however that the Company shall promptly notify Edgecliff (and continuously update such notification upon Edgecliff's request) of the receipt of any such offer, of the status of the Board's consideration thereof and of any actions taken in connection therewith; provided, further, that the Purchaser does not make, within five (5) days of receipt of the Company's written notification of the intention of the Board to consider such a Superior Offer, an offer that the Board determines, in good faith after consultation with its financial advisors, is at least as favorable to the stockholders of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in as the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, Superior Offer or (B) sellproviding information to a third party in response to a Superior Offer or an indication of interest from a third party (but not taking any other action proscribed by this Section 1); provided, offer to sellhowever that (x) the Board determines that such third party is capable of providing a Superior Offer following receipt of such information, give, pledge, encumber, assign, grant any option for the sale (y) such third party executes a confidentiality agreement in favor of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company containing substantially the same terms, including the "standstill" provisions, as the confidentiality agreement previously executed by Edgecliff in favor of the Company and (“Transfer”); (vz) enter into any contract, option or other arrangement or understanding with respect the Company shall promptly notify Edgecliff of the request to a Transfer or limitation on voting rights receive such information and of any Company Shares or other securities action taken in connection with such request including confirmation that the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, confidentiality agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed has been executed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor such third party pursuant to Section 2.4.1, the foregoing clauses clause (iv) and (vy) of this Section 2.12 sentence. For purposes of this Agreement, the term "Superior Offer" shall cease mean an offer (xx) to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and purchase the Company or its business or assets or all or substantially all of his/her/the Company's capital stock or other equity that the Board determines in good faith to be more favorable to the Company and its dissenter’s rights stockholders than that provided in connection with the Transactions with respect Transaction and (yy) that the Board determines is likely to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))result in a transaction that will actually be consummated.

Exclusivity. Other than transfers From and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of after the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) ending on the termination earlier of the Closing Date or the date this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor is terminated pursuant to Section 2.4.19.1 (the “Exclusivity Period”), the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into discussions or negotiations with, or encourage, or provide any rights under Section 238 information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the Companies Act 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 5.8, any license of significant Acquired Corporation IP 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 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 defined under contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Support AgreementAcquired Business, Seller shall promptly notify Purchaser of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request)), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates Except with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or dotransactions contemplated hereby, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1Subsidiaries, the foregoing clauses (iv) Principal Stockholder or their respective affiliates directly or indirectly through their respective employees, agents and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her representatives (including, without limitation, any rights under Section 238 investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Companies Act foregoing) (each, an "Agent") shall not, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its Stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or any Subsidiary (any such proposal or offer being hereinafter referred to as defined under an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Support Agreement))Merger contemplated hereby. If the Company, its Subsidiaries or Principal Stockholder, or any of their respective Agents, have provided any Person (other than the Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company, its Subsidiaries and the Principal Stockholder shall promptly notify the Parent if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 6.3. The covenant contained in this Section 6.3 shall not survive any termination of this Agreement pursuant to Article 10.

Exclusivity. Other than transfers The Company and assignments the Seller agree that, during the Interim Period, on behalf of Commitments that are made in accordance with this Agreement themselves and except as set out in Exhibit D heretotheir Affiliates, no Investor and none neither they nor any of such Investor’s Affiliates shall their respective officers, directors, employees, stockholders, partners, members, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors will, directly or indirectly (i) solicit, initiate, knowingly facilitate or encourage the submission of any Acquisition Proposal or accept any such Acquisition Proposal; (ii) participate in any discussions, negotiations or other communications (as a sender thereof) regarding, or furnish to any Person any information with respect to, or take any other action to knowingly facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions), or otherwise knowingly cooperate in any way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourage any effort or attempt by any other Person to seek to do any of the foregoing; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates agreement with respect to any Acquisition Proposal. Immediately following the subject matter execution and delivery of this Agreement Agreement, the Company shall, and the Merger Agreement Company shall cause its and its Subsidiaries’ respective officers, directors, employees, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors to, cease and cause to be terminated all existing discussions, negotiations and other communications with any other similar transaction involving the Company or Persons conducted heretofore with respect to any of its Subsidiaries (including the foregoing. If any transaction that involves Person, whether in his or her capacity as a material portion of the assets representative of the Company or the Seller, takes any of its Subsidiaries) or doaction that the Company is obligated pursuant to this Section 8.3 to cause such Person not to take, anything which is inconsistent with then the provisions Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3. The Company and the Seller shall, as promptly as practicable, notify Buyer if any other proposals or the Transactions; (ii) voteoffers, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise)any expressions of interest for the Company are made, including any adjournment, recess the terms and conditions of such inquiry or postponement thereof, its proposal (unless such disclosure is prohibited by a confidentiality agreement executed prior to the date hereof). The Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to shall not release any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Companyfrom, or waive any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose provision of, any confidentiality or enter into any agreement, arrangement or understanding standstill agreement to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to which it is a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))party.

Exclusivity. Other than transfers From the date hereof through the Closing Date, except with respect to those matters set forth in Section 5.13: (a) Seller shall, and assignments shall cause each of Commitments that are made in accordance its Affiliates to, cease any discussions or negotiations with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall any third party regarding (i) enter into any written merger, sale of Assets not in the ordinary course of business, acquisition, business combination, Change of Control, bulk reinsurance transaction or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or D▇▇▇▇, (ii) any purchase or other acquisition by any Person of its Subsidiaries (including any transaction that involves a material portion shares of the assets capital stock of the Company or any of its Subsidiaries) D▇▇▇▇ or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party sale or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving issuance by the Company or D▇▇▇▇ of any shares of its Subsidiaries capital stock, (including any such proposal, offer or transaction that involves a material portion being hereinafter referred to as an “Acquisition Proposal”); (b) None of the assets of Seller, the Company or D▇▇▇▇ shall, nor shall any of its Subsidiaries); (iv) (A) acquire them authorize or permit any Company Shares of their respective directors, officers, employees, representatives, agents or other securities in the CompanyAffiliates to, directly or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seekindirectly, solicit, initiate, encourage, facilitaterespond favorably to, induce permit or enter into condone inquiries or proposals from, or provide any negotiationconfidential information to, discussionor participate in any discussions or negotiations with, agreement or understanding any Person (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than Buyer and its directors, officers, employees, representatives and agents) concerning an Acquisition Proposal; and (c) Seller shall promptly advise Buyer of, and communicate to Buyer the Failing Investors until terms and conditions of (including the later identity of the Person making), any bona fide inquiry or proposal received concerning an Acquisition Proposal. (d) Notwithstanding the foregoing, but subject to occur the provisions of subsections (i) and (ii) below, Seller and its Board of Directors, shall be permitted to (i) comply with Rules 14a-9, 14d-9 and 14e-2 promulgated under the one-year anniversary Exchange Act with regard to an Acquisition Proposal and make any disclosures that are required by Applicable Law (it being understood that if any such statements or disclosures pursuant to this clause (i) constitute a withdrawal by the Board of Directors of its recommendation in favor of Seller Stockholder Approval (a “Change in Board Recommendation”), Seller shall comply with all applicable provisions of this Section 5.10 with respect thereto), (ii) effect a Change in Board Recommendation, (iii) provide nonpublic information or data to any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person made after the date of this Agreement, (iv) enter into or participate in discussions or negotiations with any Person in response to an unsolicited bona fide Acquisition Proposal made after the date of this Agreement or (v) recommend to Seller’s stockholders or otherwise publicly recommend or enter into an agreement with respect to an Acquisition Proposal, if: (A) in the case of clause (ii), (iii) or (iv) above, (1) the Seller Stockholder Approval has not been obtained and (2) Seller’s Board of Directors, after consultation with outside legal counsel, has determined in good faith that failure to take such action would result in a breach of its fiduciary duties under Applicable Law; and (B) in the case of clause (ii) or (v) above, prior to effecting a Change in Board Recommendation in respect of an Acquisition Proposal or taking any action referred to in clause (v), (1) Seller shall have complied with the provisions of Section 5.10(c); (2) the Board of Directors of Seller shall have concluded in good faith by a majority vote that such Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments which may be extended as jointly agreed offered by all PartiesBuyer pursuant to clause (4) below; (3) it shall have notified Buyer, at least five Business Days in advance of effecting such Change in Board Recommendation or taking such action, or both, that it is considering effecting a Change in Board Recommendation or taking such other action and specifying any revisions to the terms and conditions of such Acquisition Proposal and (4) during such five Business Day period it shall have negotiated, and shall have made its financial and legal advisors reasonably available to negotiate, with Buyer should Buyer elect to make such adjustments in the terms and conditions of this Agreement such that, after giving effect thereto, such Acquisition Proposal no longer constitutes a Superior Proposal. (e) For the purposes of this Section 5.10, a “Superior Proposal” means a bona fide written offer, obtained not in breach of this Agreement, (i) to effect a Change of Control of Seller or (ii) to acquire, directly or indirectly, for consideration consisting of cash, securities and/or assumption of indebtedness, all or substantially all of the termination assets of Seller on a consolidated basis, made by a third party, in either event which is not subject to a financing contingency and which is otherwise on terms and conditions which the Board of Directors of Seller determines in good faith and its reasonable judgment (after consultation with a financial advisor of national reputation) to be more favorable to Seller’s stockholders from a financial point of view than the transaction contemplated by this Agreement in accordance with the terms hereofAgreement, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate taking into account at the Effective Time; provided that in any event this Section 2.12 shall not apply time of determination the ability of the Person making such proposal to agreementsconsummate the transactions contemplated by such proposal (based upon, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1among other things, the foregoing clauses (iv) availability of financing and (v) the expectation of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investorobtaining required approvals). Each Rollover Investor hereby waives any Any transaction involving all of the Company Common Stock and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and D▇▇▇▇ Common Stock or all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 or substantially all of the Companies Act (as defined under assets of the Support Agreement))Company and D▇▇▇▇ shall be deemed to involve substantially all of the assets of Seller. No transaction involving Seller or its assets which solely relates to Seller’s healthcare business and not the business of the Company and D▇▇▇▇ shall be deemed to be a Superior Proposal.

Exclusivity. Other than transfers and assignments Until the earlier of Commitments that are made in accordance with the Closing or the date of termination of this Agreement and except as set out in Exhibit D heretopursuant to the provisions of SECTION 9.1, no Investor and none of such Investor’s Affiliates shall (i) enter into neither any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or Shareholder nor the Company nor any of their respective representatives Subsidiaries or Affiliates will take, nor will any Shareholder or the Company permit any of their representatives to take, any of the following actions with any Person other than Purchaser and its designees: (a) solicit, encourage or initiate any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Company (a "COMPETING PROPOSED TRANSACTION"), (b) provide information with respect to the subject matter Company to any Person, other than Purchaser, relating to (or which any Shareholder or the Company believes would be used for the purpose of this Agreement formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company, (c) agree to, enter into a Contract with any Person, other than Purchaser, providing for, or approve a Business Combination with the Company or (d) authorize or permit any Shareholder's or the Company's representatives to take any such action. Each Shareholder and the Merger Agreement Company and their respective Affiliates (and their officers, directors, employees, agents, advisors or other representatives) immediately shall cease and cause to be terminated all existing discussions or negotiations with any other similar transaction involving parties conducted heretofore with respect to a Competing Proposed Transaction. Each Shareholder and the Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or any of its Subsidiaries (including any transaction is a party. Each party hereto acknowledges that involves this SECTION 5.2 was a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause significant inducement for Purchaser to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of enter into this Agreement and the Merger Agreement or any other similar transaction involving the Company or any absence of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities such provision would have resulted in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of either (i) a material reduction in consideration to be paid to the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and Equity Holders or (ii) the termination of a failure to induce Purchaser to enter into this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)).

Exclusivity. Other than transfers (a) During the Interim Period, the Company shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause its Representatives and except as set out in Exhibit D heretoSubsidiaries not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into initiate, solicit or encourage (including by way of providing confidential or non-public information) any written inquiries, proposals or oral agreement, arrangement offers that constitute or understanding (whether legally binding may reasonably be expected to lead to any purchase of shares or not) with any other potential investor or acquiror or group Equity Securities of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a 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 “Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that (x) the 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 this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or do, anything which is inconsistent with restricted by the provisions terms of this Agreement or the Transactions; (ii) vote, or cause including Section 6.01). The Company agrees to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving 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 file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction that involves a material portion of between SPAC and any other Person (other than the assets of the Company or any of its Subsidiaries); (ivCompany) (Aa “SPAC Alternative Transaction Proposal”), (ii) acquire engage or participate in any Company Shares discussions, negotiations or other securities in the Company, transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereofsuch SPAC Alternative Transaction Proposal, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (viii) enter into any contractagreement or deliver any agreement or instrument (including a confidentiality agreement, option letter of intent, term sheet, indication of interest, indicative proposal or other arrangement agreement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (viinstrument) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect related to any Company Shares or other securities in SPAC Alternative Transaction Proposal; provided that the Company; (vii) seekexecution, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing delivery and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date performance of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination other Transaction Agreements and the consummation of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 Transactions shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) be deemed a violation of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement)8.03(b).

Exclusivity. Other than transfers (a) During the Pre-Closing Period, the Company will not, and assignments the Company will not authorize or permit any of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D heretoits Representatives to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any written letter of intent or oral agreementany other Contract contemplating or otherwise relating to any Acquisition Proposal, arrangement (v) submit any Acquisition Proposal to the vote of any Stockholders or understanding (whether legally binding vi) enter into any other transaction or notseries of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other potential investor than Parent and its Representatives) to any data room (virtual or acquiror or group of investors or acquirors or actual) containing any of their respective representatives or Affiliates non-public information with respect to the subject matter Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 4.5 not to authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 4.5. (b) The Company shall immediately (but in any event, within thirty-six (36) hours) notify Parent orally and the Merger Agreement or any other similar transaction involving in writing after receipt by the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or door, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter Knowledge of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or by any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereofRepresentatives), or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and any Acquisition Proposal, (ii) the termination any inquiry, expression of this Agreement in accordance with the terms hereofinterest, provided proposal or offer that with respect constitutes, or would reasonably be expected to this sub-section lead to, an Acquisition Proposal, (b), this Section 2.12 shall in iii) any event terminate at the Effective Time; provided other notice that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings Person is considering making an Acquisition Proposal or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Parent and its Representatives. Such notice shall describe, except to the extent prohibited by a confidentiality agreement entered into by the Company prior to the Agreement Date: (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (vB) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep Parent fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Parent a true, correct and complete 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 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 the Company’s board of directors) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 meeting of the Companies Act (as defined under Company’s board of directors at which the Support Agreement))board of directors is reasonably expected to discuss any Acquisition Proposal.

Exclusivity. Other than transfers (a) During the Interim Period, the Company shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause its Representatives and except as set out in Exhibit D heretoSubsidiaries not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into initiate, solicit or encourage (including by way of providing confidential or non-public information) any written inquiries, proposals or oral agreement, arrangement offers that constitute or understanding (whether legally binding may reasonably be expected to lead to any purchase of shares or not) with any other potential investor or acquiror or group Equity Securities of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company Group Companies (on a consolidated basis) or any merger, business combination or other similar transaction of its Subsidiaries) or doany Group Company (an “Alternative Transaction Proposal”), anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) voteengage 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 cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide enter into any information 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 third party with a view to Alternative Transaction Proposal; provided that the third party or any other person pursuing or considering to pursue the subject matter execution, delivery and performance of this Agreement and the Merger Agreement or any other similar transaction involving Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and 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. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the 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 involves 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 material portion 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 assets 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 Subsidiaries); (iv) (A) acquire Representatives or the Sponsor receive any Company Shares offer or other securities communication in the Companyrespect of a SPAC Alternative Transaction Proposal, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of and will promptly communicate to the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to 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 (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) discussions with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply or group of persons (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor Company and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (ivRepresentatives) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Other than transfers (a) The Equityholders, the Equityholders’ Representative, the Constituent Companies and assignments of Commitments that are made in accordance with this Agreement Largus will not, and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or will not permit any of their respective Affiliates or representatives to, directly or Affiliates with respect indirectly, (a) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the subject matter acquisition of this Agreement and the Merger Agreement any interest in or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) the Constituent Companies or doLargus, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent way of stock purchase, asset purchase, merger, reorganization, consolidation, share exchange or otherwiseotherwise (an “Acquisition Proposal”), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (Bb) sell, offer to sell, give, pledge, encumber, assign, grant participate in any option for the sale of discussion or otherwise transfer or dispose ofnegotiation regarding, or enter into furnish any agreementinformation with respect to, arrangement assist or understanding to sell participate in, directly or otherwise transfer indirectly, or dispose of, including, without limitation, by way of tender or exchange offer, an interest facilitate in any Company Shares other manner, any effort or attempt by any Person to do or seek to do any of the foregoing. (b) In addition to the other securities obligations under this Section 6.9, the Equityholders, the Equityholders’ Representative, the Constituent Companies and Largus shall promptly (and in the Company any event within one (“Transfer”1) Business Day after receipt thereof by any such Person or its representatives); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights advise Buyer orally and in writing of any Company Shares or other securities in the CompanyAcquisition Proposal, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust request for information with respect to any Company Shares Acquisition Proposal, or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that inquiry with respect to this subor 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 Equityholders, the Equityholders’ Representative, the Constituent Companies and Largus agree that the rights and remedies of non-section (b), compliance with this Section 2.12 6.9 shall in include having such provision specifically enforced and it is acknowledged and agreed that any event terminate at the Effective Time; provided such breach or threatened breach shall cause irreparable injury to Buyer and that in any event this Section 2.12 shall money damages would not apply provide an adequate remedy to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Buyer.

Exclusivity. Other than transfers From the Agreement Date until the earlier of the Effective Time and assignments the termination of Commitments that are made in accordance this Agreement, except with this Agreement the prior written consent of Wolverine, the Vendors and except as set out in Exhibit D heretothe Company will not (and will cause all directors, no Investor officers, employees, agents, representatives and none Affiliates acting on their behalf and on behalf of such Investor’s Affiliates shall the Company not to): (i) enter into Solicit, initiate, encourage or accept any written offer or oral agreement, arrangement or understanding proposal from any Person (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of than the Wolverine Group Members and their respective representatives representatives) concerning any merger, consolidation, sale or Affiliates with respect to the subject matter transfer of this Agreement and the Merger Agreement material assets, sale or transfer of any equity interests or other similar transaction business combination involving the Company (an “Acquisition Proposal”); (ii) engage in any discussions or negotiations with any of its Subsidiaries Person (including other than the Wolverine Group Members and their respective representatives) concerning any transaction that involves a material portion of Acquisition Proposal; or (iii) furnish any non-public information concerning the business, properties or assets of the Company to any Person (other than the Wolverine Group Members and their respective representatives), except as required to comply with any Applicable Laws or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or except in the Transactions; Ordinary Course of Business. The Vendors and the Company will (iiand will cause the directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company to) vote, or immediately cease and cause to be votedterminated all existing discussions, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares negotiations or other securities in the Company, or communications with any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust Persons conducted heretofore with respect to any Company Shares or other securities in of the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not foregoing. The Vendors will immediately notify Wolverine in writing and whether upon receipt by the Company or not legally binding) with the Vendor of any other person proposal, offer or inquiry regarding an Acquisition Proposal, which notice will indicate in reasonable detail the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary identity of the date of this Agreement (which may be extended as jointly agreed by all Parties) Person making such proposal, offer or inquiry and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in and conditions of any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))Acquisition Proposal.

Exclusivity. Other than transfers (a) During the period (the “Exclusivity Period”) beginning on the date hereof and assignments of Commitments that are made in accordance terminating on the Closing Date, Seller will negotiate exclusively with this Agreement Parent, Purchaser and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates Representatives with respect to the subject matter sale of the Interests (or any similar transaction which may result in a change of control or sale of all or substantially all of the assets of Company or its Subsidiaries) and the transactions contemplated by this Agreement and the Merger Agreement Transaction Documents, and Seller shall not, and shall cause its Affiliates (and its and their respective Subsidiaries, directors, officers, agents and other Representatives) not to, directly or indirectly (i) knowingly solicit, initiate, facilitate or encourage (including by furnishing information) the making by any Person (other than Parent, Purchaser and their respective Representatives) of any Acquisition Proposal, (ii) enter into, continue, participate or engage in or otherwise be associated with discussions or negotiations concerning an Acquisition Proposal or furnish or disclose or provide access to information to any Person (other than Parent, Purchaser and its Representatives) with respect to or in furtherance of any Acquisition Proposal, (iii) execute or enter into any contract or any other arrangement (including any term sheet, letter of intent or similar transaction involving document, whether or not binding) with respect to any Acquisition Proposal, (iv) approve, endorse or recommend or propose to approve, endorse or recommend any Acquisition Proposal or any contract or other arrangement relating to any Acquisition Proposal, or (v) resolve, authorize or propose to agree to do any of the foregoing actions referenced in this Section 5.19(a)(i)-(iv); provided, however, that Purchaser hereby acknowledges that prior to the date of this Agreement, Seller has provided information relating to the Company and its Subsidiaries and the Business and has afforded access to, and engaged in discussions with, other Persons in connection with Acquisition Proposals and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal without any breach by Seller of this Section 5.19(a). Seller further agrees, and agrees to cause its Affiliates (and its and their respective subsidiaries, directors, officers, agents and other Representatives) (x) to immediately cease and cause to be terminated any existing discussions or negotiations with all other Persons conducted prior to the date hereof with respect to any Acquisition Proposal, and (y) not to grant any waiver or release under any confidentiality, standstill or similar contract or arrangement with respect to any Acquisition Proposal. (b) Notwithstanding anything contained in Section 5.19(a), at any time during the Exclusivity Period, the governing body of Seller shall be permitted to authorize, cause or permit Seller to (i) engage in those actions described in Section 5.19(a)(i)-(v), and (ii) terminate this Agreement; provided that (1) such actions are taken solely in response to a Superior Offer, (2) governing body of Seller, acting in good faith (after consultation with and taking into account the advice of its outside counsel) determines that it is required to engage in discussions with the applicable third party concerning such Superior Offer in order to comply with its fiduciary duties to Seller and the Company or any their respective members under applicable Law, and (3) such actions are conditioned on the execution of its Subsidiaries (including any transaction a customary letter of intent or similar agreement with such Person. Seller represents that involves a material portion of the assets of the Company or neither it nor any of its Subsidiaries, directors, officers, employees, agents and other Representatives is currently party to or bound by any agreement with respect to any such transaction described in this Section 5.19(b)(ii)(1)-(3). (c) or do, anything which is inconsistent with In the provisions of event this Agreement or the Transactions; is terminated by Seller pursuant to Section 5.19(b), then Seller shall pay (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting paid) to Purchaser a fee (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval in United States currency) in an amount equal to 7.5% of the Merger Agreement or any Base Purchase Price (the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“TransferTermination Fee”); (v) enter into any contract, option or other arrangement or understanding . The Termination Fee shall be paid by Seller concurrently with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with by wire transfer of immediately available cash funds to an account designated by Purchaser. Purchaser’s right to receive payment of the Termination Fee from Seller pursuant to this Section 5.19 (subject to the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) conditions of this Section 2.12 5.19) shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives be the sole and exclusive remedy of Purchaser against Seller or any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to members, partners, members, directors, officers, or agents for any and all Rollover Shares beneficially owned by it/him/her (includingloss, without limitation, any rights under Section 238 damage or injury suffered as a result of the Companies Act (as defined under failure of the Support Agreement))transactions contemplated by this Agreement and the other Transaction Documents to be consummated.

Exclusivity. Other than transfers (a) During the Pre-Closing Period, the Company shall not, and assignments of Commitments that are made in accordance with this Agreement shall cause its Subsidiaries and except as set out in Exhibit D heretoits and their respective Affiliates and Representatives not to, no Investor and none of such Investor’s Affiliates shall directly or indirectly, (i) enter into solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any written proposal relating to an Acquisition Transaction (an “Acquisition Proposal”) or oral agreementtake any action that would reasonably be expected to lead to an Acquisition Proposal, arrangement or understanding (whether legally binding or notii) with furnish any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving information regarding the Company or any of its Subsidiaries (including to any transaction Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that involves a material portion of the assets of the Company or any of its Subsidiaries) or dowould reasonably be expected to lead to an Acquisition Proposal, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide engage in any information discussions or negotiations with any Person with respect to any third party with a view to the third party potential Acquisition Transaction or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); an Acquisition Proposal, (iv) (A) acquire approve, endorse or recommend any Company Shares or other securities in the CompanyAcquisition Proposal, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contractletter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, option the Company acknowledges and agrees that any violation of or other arrangement the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any of its Subsidiaries or understanding any of its or their respective Affiliates or Representatives, whether or not such Affiliate or Representative is purporting to act on its behalf, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) The Company shall promptly (and in no event later than forty-eight (48) hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise Parent in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry or indication of interest, and the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent reasonably informed with respect to a Transfer or limitation on voting rights the status of any Company Shares such Acquisition Proposal, inquiry or other securities in indication of interest and any modification or proposed modification thereto. Promptly following the Companyexecution and delivery of this Agreement, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease and cause to be terminated any proxies or enter into a voting agreement, power of attorney or voting trust existing discussions with respect any Person (other than Parent and its Affiliates and Representatives) that relate to any Company Shares Acquisition Proposal or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this Agreement in accordance with the terms hereof, provided that with respect to this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, the foregoing clauses (iv) and (v) of this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act (as defined under the Support Agreement))potential Acquisition Proposal.

Exclusivity. Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of From the date of this Agreement until the Closing, unless earlier terminated under ARTICLE 8 hereof (which may be extended as jointly agreed by all Partiesthe “Exclusivity Period”), the Company will not (and will not permit its Affiliates or any of its Representatives or its Affiliates’ Representatives to) and directly or indirectly: (iia) solicit, initiate or encourage the termination submission of this Agreement any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any Equity Interests in accordance with the terms hereofCompany or any merger, provided that recapitalization, share exchange, sale of substantial Assets or any similar transaction or alternative to the Contemplated Transactions or (b) participate in any discussions or negotiations regarding, furnish any information with respect to this sub-section (b)to, this Section 2.12 shall assist or participate in, or facilitate in any event terminate at other manner any effort or attempt by any Person to do or seek any of the Effective Time; provided that in foregoing. The Company will notify the Buyer promptly if any event this Section 2.12 shall not apply to agreementsPerson makes any proposal, arrangementsoffer, understandings inquiry or discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to the contrary herein, following the termination of this Agreement contact with respect to any Non-Consenting Investor pursuant to Section 2.4.1, of the foregoing clauses (iv) whether solicited or unsolicited). Notwithstanding the foregoing, prior to the receipt of consents setting forth the approval of the holders of the Company Member Interests signed by the holders of outstanding Company Member Interests having not less than the minimum number of votes and/or interests as are necessary to approve and (v) adopt this Agreement, nothing in this Section 5.7 or any other provision of this Section 2.12 shall cease Agreement will prohibit the Company’s manager from taking a position or disclosing to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 holders of the Companies Act (as defined Company Member Interests of a position that it believes in its good faith judgment is required under applicable Legal Requirements and that the Support Agreement))failure to take such position or make such disclosure would cause the Company’s manager to violate any fiduciary duties it has to the holders of the Company Member Interests under applicable Legal Requirements.