Common use of Exclusivity Clause in Contracts

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During The Sellers agree that between the term date of this Agreement and the earlier of the Closing and the termination of this Agreement, (i) Executive , the Sellers shall devote Executive’s entire working timenot, attention and energies shall take all action necessary to the business ensure that none of the Company and shall not (A) accept Target Entities any other employment of their respective Affiliates or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageRepresentatives shall, directly or indirectly: (a) solicit, in initiate, consider, encourage or accept any business activity other proposals or offers from any Person other than the Buyer and its Affiliates and Representatives (whether i) relating to any direct or not pursued for pecuniary advantage) that is indirect acquisition or may be competitive with, purchase of all or that might place Executive in a Competing Position to, that any portion of the Company capital stock or other equity or ownership interest of any Target Entity or material assets of its subsidiaries any Target Entity, other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any merger, consolidation or affiliates and/or other business combination relating to any Target Entity or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to any Target Entity; or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person other than the CompanyBuyer and its Affiliates and Representatives any information with respect to, Executive agrees not to acquireor otherwise cooperate in any way, assume assist or participate in, directly facilitate or indirectlyencourage any effort or attempt by any such Person to seek to do any of the foregoing. The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons other than the Buyer and its Affiliates and Representatives conducted heretofore with respect to any of the foregoing. (c) The Companies shall notify the Buyer promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer described in this Section 6.4, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the Buyer shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Sellers shall not, and shall cause the Target Entities not to, release any Person from, or waive any provision of, any financial positionconfidentiality or standstill agreement to which the Sellers or the Target Entities is a party, investment or interest known by Executive without the prior written consent of the Buyer (such consent not to be adverse unnecessarily withheld, conditional or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(edelayed).

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall direct its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) solicit, negotiate with, provide any business activity (whether nonpublic information regarding the Company’s business, or not pursued for pecuniary advantage) that is or may be competitive enter into any Contract with, or that might place Executive in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a Competing Position potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise 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 or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, subsidiariesand will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or joint ventures currently existing or which shall be established during Executive’s employment proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company (collectivelyor its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, “Affiliates”)the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (iiib) During Executive’s employment by From and after the Companydate hereof until the Effective Time or, Executive agrees if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to acquiretake, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to be adverse or antagonistic to commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive combination transaction (a “Business Combination Proposal”) other than with the business of Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company or any of Company, its Affiliates; provided, however, Executive may accept equity compensation related stockholders and their respective affiliates and Representatives) conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by the Company pursuant is reasonably likely to subsections (e)(i) and (ii) above. Ownership by Executivegive rise to or result in, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During (a) Prior to the term earlier of the Closing and the termination of this Agreement, Agreement in accordance with Article VIII, Seller and Seller Parent shall not (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitypermit their respective directors, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive thatmanagers, in its reasonable judgmentofficers, such position is with a company that is competitive with the Companyemployees, interferes with Executive’s duties to the Company or places Executive in a Competing Position withequityholders, Affiliates, financial advisors, attorneys, accountants, or otherwise conflicts withother representatives (collectively, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution“Representatives”) to); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, (i) accept, or enter into any agreement with respect to, any existing proposal or offer outstanding as of the Agreement Date or received after the Agreement Date from any other Person to consummate a Competing Transaction or (ii) solicit, initiate, facilitate, encourage, engage in any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive in furnish information to, any Person other than Buyer with respect to a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”)Transactions. (b) (i) Seller and Seller Parent shall cause any pending discussions or negotiations with any other Person regarding a Competing Transaction to be immediately terminated, (ii) Seller and Seller Parent shall terminate access by any Person other than Buyer to any virtual or electronic data room containing confidential information regarding Seller and/or the Purchased Assets and shall request from each Person that had access to any such data room (other than Buyer and its Representatives) the prompt return or destruction of all non-public information with respect to Seller and/or the Purchased Assets previously provided to such Person, and (iii) During Executive’s employment by the CompanySeller and Seller Parent shall not, Executive agrees and shall cause their respective Representatives not to acquire, assume or participate into, directly or indirectly, deal with any financial positionPerson other than Buyer with respect to proposing, investment encouraging, discussing or interest known negotiating any Competing Transactions. Seller and Seller Parent shall notify Buyer within 24 hours if any inquiry or proposal regarding a Competing Transaction is made, of any proposed response by Executive to be adverse Seller or antagonistic Seller Parent thereto, and any further inquiry, proposal or response from such third party. If and to the Company, its business extent permitted by the terms of any applicable confidentiality agreements to which Seller or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business Seller Parent may be subject as of the Company Agreement Date, all notices shall include the identity of the Person making the inquiry or any of its Affiliates; proposal, the terms thereof, and/or, if in written form, complete and accurate copies thereof, provided, howeverthat, Executive may accept equity compensation related if Seller or Seller Parent are not permitted to the positions or business activities engaged disclose such information, Seller and Seller Parent shall, nevertheless, indicate whether any such proposal proposes an upfront cash purchase price in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) excess of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Purchase Price.

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of cause the Company (which such approval Subsidiaries and shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable best efforts to reach agreement on cause its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do their respective Representatives not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive knowingly encourage or respond to any inquiries or proposals by, or participate in a Competing Position any negotiations with, 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, or cooperate in any 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 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 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 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 the 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 date hereof. For purposes hereof, “Company Acquisition Proposal” means any inquiry, proposal or offer concerning the sale of any material assets of the Company or any Company Subsidiary outside the ordinary course of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with of the business Equity Securities of the Company or any of its Affiliates; providedCompany Subsidiary or any merger, howeverconsolidation, Executive may accept equity compensation related to the positions liquidation, recapitalization, share exchange or other business activities engaged in which have been approved by combination transaction involving the Company pursuant to subsections (e)(i) or any Company Subsidiary, in each case excluding the Convertible Financing and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)PIPE Financing.

Exclusivity. During From the term date hereof until the earlier of: (a) the Closing Time; and (b) the date on which this Agreement terminates or is terminated pursuant to Article 12, the Vendor agree that they shall not, directly or indirectly through any of this Agreement, their respective Affiliates, officers, directors, partners, employees, shareholders, agents or representatives: (i) Executive shall devote Executive’s entire working timediscuss, attention and energies to the business pursue or complete a possible transfer, sale or other disposition of the Company and shall not Purchased Shares or any interest therein with any Person other than the Purchasers (Aor Affiliates of the Purchasers) accept or their respective representatives (a "Competing Transaction") or provide any information to any Person other employment than the Purchasers (or consultancy Affiliates of the Purchasers) or their respective representatives in connection therewith; or (Bii) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, except in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere connection with the performance of Executive’s duties this Agreement or as required by Applicable Law, disclose the terms of this Agreement to any Person other than the Purchasers (or Affiliates of the Purchasers) or their respective representatives. Notwithstanding the foregoing, the Vendor is hereby authorized to respond to an inquiry or other expression of interest without being deemed to have violated this Section 11.1 to the extent the Vendor does not solicit, initiate or encourage such inquiry or other expression of interest, provided that the Vendor's response is limited to informing the Person making the inquiry or other expression of interest that the Vendor has entered into a binding agreement for the sale of Purchased Shares and is prohibited from further discussing or entertaining any proposals in respect of a Competing Transaction. The Vendor will, and will cause each of its Affiliates and their respective officers, directors, partners, employees, shareholders, agents and representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchasers (or Affiliates of the Purchasers)) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Competing Transaction. Notwithstanding anything to the contrary in this Agreement, it is acknowledged that the covenants of the Vendor contained in this Section 11.1 relate to the Vendor acting solely in the capacity of a holder of, or exercising control or direction over, the Purchased Shares and shall not affect or restrict any fiduciary or legal obligation imposed on the directors, officers, employees or representatives of the Vendor acting in such person's capacity as a director of the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During From the term of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to date hereof through the business of the Company and shall not (A) accept any other employment Closing or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice this Agreement shall have been terminated pursuant to Executive thatArticle X, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive Seller will not, while employed with the Companynor will Seller authorize any Affiliate or Representative of Seller to, and Seller will instruct its Affiliates or Representatives not to (a) directly or indirectly solicit, initiate, encourage or participate in any way in (including by way of furnishing confidential information), or during take any period during which Executive is receiving compensation other action that facilitates any discussion, inquiry, offer, proposal, negotiation or other communication with any Person or group (other than Buyer or its Representatives) relating to, or that could reasonably be expected to result in, any merger, consolidation, sale, exchange or other disposition of any substantial portion of the assets outside of the ordinary course of business or equity interests of or any business combination, recapitalization, liquidation, dissolution or other consideration for services from similar transaction (or any combination of any of the Companyforegoing) relating to the disposition of all, engageor substantially all, or any substantial portion of, the Business or the Purchased Assets (each, an “Acquisition Proposal”); (b) disclose, directly or indirectly, in to any business activity (whether or not pursued for pecuniary advantage) that is or may Person known to Seller to be competitive withconsidering an Acquisition Proposal any information concerning Seller, or that might place Executive in a Competing Position to, that of the Company Business or any of its subsidiaries the Purchased Assets; or affiliates and/or (c) enter into, continue or participate in any discussions, negotiations or its affiliates, subsidiariesother communications, or joint ventures currently existing enter into any understanding, Contract or which commitment, with any third party relating to, or take any action in furtherance of, any written Acquisition Proposal received by Seller. Seller will as promptly as practicable (and in any event within three (3) Business Days) notify Buyer of any Acquisition Proposal. Seller shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, responsible for any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)6.5 by any of its Affiliates or Representatives.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to (i) solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond to, or provide information to, any Person (other than Acquiror and/or any of its Affiliates or Representatives) concerning any merger, recapitalization or similar business combination transaction, or any sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”) or (ii) commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be adverse deemed a violation of this Section 9.03(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease any and all existing discussions or antagonistic negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, each Acquiror Party shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond to, provide information to or commence due diligence with respect to, any Person (other than the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or equityholders and/or any of its Affiliates; providedtheir Affiliates or Representatives), howeverconcerning, Executive may accept equity compensation related relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the positions or business activities engaged in which have been approved by the Company pursuant to subsections case of each of clauses (e)(ii) and (ii) above. Ownership by Executive), as other than a passive investmentBusiness Combination Proposal with the Company, its equityholders and/or their respective Affiliates and Representatives; provided that the execution, delivery and performance of less than one percent (1%) this Agreement and the other Transaction Agreements and the consummation of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market Transactions shall not constitute breach be deemed a violation of this Section 1(e9.03(b). Each Acquiror Party shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business neither DLQ Parent nor any member of the Company Group, shall, and such Persons shall cause each of their respective Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entityto, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with without the prior written approval consent of the Chief Executive Officer Parent (which consent may be withheld in the Chief Executive Officer may grant or withhold in his or her discretionsole and absolute discretion of Parent), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any business activity Person concerning any Alternative Transaction, (whether ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative Transaction or any contract or agreement related to any Alternative Transaction (a “Company Acquisition Agreement”). Immediately following the execution of this Agreement, DLQ Parent and the Company Group, shall, and shall cause each of its Representatives, to terminate any existing discussion or negotiations with any Persons other than Parent, concerning any Alternative Transaction. Each of DLQ Parent and the Company shall be responsible for any acts or omissions of any of its respective Representatives that, if they were the acts or omissions of DLQ Parent or the Company, would be deemed a breach of such party’s obligations under this Section 6.2(a) (it being understood that such responsibility shall be in addition to and not pursued for pecuniary advantage) that is by way of limitation of any right the Parent may have against such Representatives with respect to any such acts or may be competitive withomissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving DLQ Parent or that might place Executive in a Competing Position to, that of the Company or their respective Subsidiaries (other than the transactions contemplated by this Agreement or the Additional Agreements): (A) any merger, consolidation, share exchange, business combination or other similar transaction (other than between or among such party and/or its wholly-owned Subsidiaries), (B) any sale, lease, exchange, transfer or other disposition of its subsidiaries all or affiliates and/or a material portion of the assets of such Person or any material portion of the capital stock or other equity interests of such party or its affiliatesSubsidiaries in a single transaction or series of transactions, subsidiaries(C) with respect to the Company, any purchase, lease, exchange, transfer or joint ventures currently existing other acquisition of (1) all or which shall be established during Executive’s employment a material portion of the assets of any Person by the Company or (collectively, “Affiliates”). (iii2) During Executive’s employment any capital stock or other equity interests of any Person by the Company, Executive agrees not to acquirein each case, assume in a single transaction or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business series of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)transactions.

Exclusivity. During the term period from the date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies Agreement until the earlier to the business occur of the Company Closing and the termination of this Agreement in accordance with its terms, Sellers shall not, and shall not permit any of their Controlled Affiliates (A) accept any other employment or consultancy or (B) serve on including the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(ATransferred Subsidiaries) or their respective officers, directors, employees, partners, members, managers, equityholders, agents, advisors or other representatives (B“Representatives”) is approved by the Chief Executive Officer of the Company to, (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (iia) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, solicit, encourage or initiate any Acquisition Proposal, (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any third party to do or seek any of the foregoing, or (c) furnish any information regarding the Business to any third party (except the furnishing of information to customers, suppliers, licensors, licensees, distributors and others that have a business activity (whether relationship with the Business in the Ordinary Course of Business consistent with past practice for purposes of facilitating the Business’s ordinary business activities). Promptly after the execution of this Agreement, Sellers shall, and shall cause their Controlled Affiliates and Representatives to, immediately cease and cause to be terminated any solicitations, discussions or not pursued for pecuniary advantage) negotiations with any third party that is or may be competitive with, ongoing with respect to any Acquisition Proposal and shall request each third party that has been provided by or on behalf of Sellers or their Controlled Affiliates any confidential information regarding the Business and the Transferred Subsidiaries in connection with considering an Acquisition Proposal to return or destroy all such confidential information. In the event that might place Executive in a Competing Position to, that of the Company Sellers or any of its subsidiaries their Controlled Affiliates or affiliates and/or any Representatives receives an inquiry, proposal or its affiliates, subsidiaries, offer with respect to an Acquisition Proposal on or joint ventures currently existing or which shall be established during Executive’s employment by after the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic date hereof and prior to the CompanyClosing, its business or prospects, financial or otherwise or Sellers will provide Buyer with prompt (and in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than event within one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Day) notice thereof.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and 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 (Aother than the Company, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating to or which is intended or could reasonably be 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”) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive than with the Company, interferes its equityholders or their respective controlled Affiliates. Purchaser shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with Executive’s duties any Person conducted prior to the Company or places Executive in a Competing Position withdate hereof with respect to, or which is reasonably likely to give rise to or result in, a Purchaser Business Combination Proposal. Purchaser shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Purchaser Business Combination proposal) notify the Company of any Purchaser Business Combination Proposal following Purchaser’s awareness thereof and shall provide a copy of such Purchaser Business Combination Proposal if in writing or otherwise conflicts with, the interests provide a detailed summary of the Company, at which time the Company and Executive will discuss material terms of such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties Purchaser Business Combination Proposal to the Company. (iib) Except with During the prior written approval Interim Period, the Company shall not take, nor shall it permit any of the Chief Executive Officer (which the Chief Executive Officer may grant its Affiliates or withhold in his or her discretion)Representatives to take, Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, whether directly or indirectly, any action to solicit, initiate, continue, engage in any business activity (whether or not pursued for pecuniary advantage) that is facilitate discussions or may be competitive negotiations with, or that might place Executive in a Competing Position enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, that 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) reorganization, liquidation, dissolution, share exchange or recapitalization (excluding a recapitalization funded with the proceeds of debt financing), (ii) merger or consolidation involving the Company or any of its subsidiaries or affiliates and/or any or its affiliatesSubsidiaries, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by sale of all or substantially all of the Company, Executive agrees not ’s or its Subsidiaries’ assets (other than securitization transactions and other sales of assets in the ordinary course of business) or equity interests (or any rights to acquire, assume or participate in, directly securities convertible into or indirectlyexchangeable for, any financial position, investment such equity interests) or interest known by Executive to be adverse (iv) similar transaction or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of combination involving the Company or any of its Affiliates; providedSubsidiaries or its or their business or assets (a “Company Business Combination Proposal”), howeverin each case other than (A) with Purchaser, Executive may accept equity compensation related its equityholders or their respective controlled Affiliates or (B) as otherwise contemplated or permitted by this Agreement (including in connection with the Pre-Closing Reorganization or as permitted under Section 8.01). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the positions date hereof with respect to, or business activities engaged which is reasonably likely to give rise to or result in, a Company Business Combination Proposal. The Company shall promptly (but in which have been approved by no event later than twenty-four (24) hours after becoming aware of any Company Business Combination proposal) notify Purchaser of any Company Business Combination Proposal following the Company’s awareness thereof and shall provide a copy of such Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as Business Combination Proposal if in writing or otherwise provide a passive investment, of less than one percent (1%) detailed summary of the outstanding shares material terms of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)such Company Business Combination Proposal to Purchaser.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and PGHL shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate or interest known engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than FTAC and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of PGHL’s equity securities or the issuance and sale of any securities of, or membership interests in, PGHL or its Subsidiaries (other than any purchases of equity securities by Executive to be adverse PGHL from employees of PGHL or antagonistic its Subsidiaries) or any merger or sale of substantial assets involving PGHL or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business or transactions permitted by Section 7.01(d) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). PGHL shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Companydate hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, FTAC shall not take, nor shall it permit any of its business Affiliates or prospectsRepresentatives to take, financial or otherwise or in any company, person or entity that is, whether directly or indirectly, competitive any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with the business of the Company or respect to, any Person (other than PGHL, its shareholders and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with PGHL, its Affiliates; providedshareholders and their respective Affiliates and Representatives. FTAC shall, howeverand shall cause its Affiliates and Representatives to, Executive may accept equity compensation related immediately cease any and all existing discussions or negotiations with any Person conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by the Company pursuant is reasonably likely to subsections (e)(i) and (ii) above. Ownership by Executivegive rise to or result in, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During In consideration of the term substantial expenditure of time, effort and expense undertaken by the Buyer in connection with its due diligence efforts and the preparation, negotiation and execution of this Agreement, (i) Executive shall devote Executive’s entire working time, attention from and energies to after the business date hereof through the earlier of the Closing or the termination of this Agreement pursuant to Article 8, no Seller, any Affiliate thereof (including any Company and shall not (A) accept Entity or any other employment director, officer or consultancy or (B) serve on employee of the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(Asame) or (B) is approved by the Chief Executive Officer any financial or other advisor of the a Seller or a Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageEntity shall, directly or indirectly, enter into, continue or otherwise participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is negotiations regarding, except as required or may be competitive withpermitted herein, furnish to any Person any information regarding, or that might place Executive in a Competing Position totake any action to solicit, that initiate, encourage or facilitate the making or submission of any proposal or offer from any Person relating to the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate inacquisition, directly or indirectly, of any financial positionCompany Entity, investment or interest known by Executive to be adverse or antagonistic the Business or, other than in the Ordinary Course of Business, any material assets of the Business, other than in connection with the consummation of the transactions under this Agreement. The Sellers hereby confirm to the CompanyBuyer that, its business as of the date hereof, all discussions, negotiations and other activities with any other Person by or prospects, financial on behalf of the Sellers of any Company Entity or otherwise or with respect to the Business or, other than in any companythe Ordinary Course of Business, person or entity that is, directly or indirectly, competitive with the business assets of the Company Business, have been terminated and that none of the Sellers or any Company Entity has any obligation to sell to or discuss with any other Person the sale of, or other transaction involving the Business. The Sellers shall notify the Buyer of its Affiliates; providedany inquiry or proposal received by the Sellers or any Company Entity with respect to any such transaction within 24 hours of receipt or awareness of the same. The Sellers agree that the rights and remedies for noncompliance with this Section 5.8 shall include having such provision specifically enforced by any court having equity jurisdiction, however, Executive may accept equity compensation related it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the positions or business activities engaged in which have been approved by Buyer and that money damages would not provide an adequate remedy to the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Buyer.

Exclusivity. During the term of this Agreement, (ia) Executive shall devote Executive’s entire working time, attention and energies to the business In consideration of the Company expenses that CleanTech has incurred and shall not (A) accept any other employment or consultancy or (B) serve on will incur in connection with the board of directors or similar body of any other entityproposed Transaction, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue ▇▇▇▇▇▇▇▇ Parties agree that until such time as the Company provides notice to Executive that, this memorandum of understanding has terminated in its reasonable judgment, such position is with a company that is competitive accordance with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts withprovisions of paragraph 5 (such period, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion"Exclusivity Period"), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or neither it nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates and/or any (the "▇▇▇▇▇▇▇▇ Group") shall initiate, solicit, entertain, negotiate, accept or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate indiscuss, directly or indirectly, any financial positionproposal or offer from any person or group of persons other than CleanTech and its affiliates (a "Competing Proposal") to develop a facility or operation at the Site contemplated by this memorandum of understanding, investment whether by merger, purchase of stock, purchase of assets, joint venture, tender offer or interest known otherwise, or provide any non-public information to any third party in connection with a Competing Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with CleanTech. The ▇▇▇▇▇▇▇▇ Parties agree to immediately notify CleanTech if any member of the ▇▇▇▇▇▇▇▇ Group receives any indications of interest, requests for information or offers in respect of an Competing Proposal, and will communicate to CleanTech in reasonable detail the terms of any such indication, request or offer, and will provide CleanTech with copies of all written communications relating to any such indication, request or offer. Immediately upon execution of this memorandum of understanding, the ▇▇▇▇▇▇▇▇ Parties shall, and shall cause the ▇▇▇▇▇▇▇▇ Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than CleanTech and its affiliates regarding a Competing Proposal. The ▇▇▇▇▇▇▇▇ Parties represent that no member of the ▇▇▇▇▇▇▇▇ Group is party to or bound by Executive any agreement with respect to be adverse a Competing Proposal other than under this memorandum of understanding. (b) If within the Exclusivity Period, the respective ▇▇▇▇▇▇▇▇ Parties do not execute definitive documentation for the Transaction reflecting the material terms and conditions for the Transaction set forth in this memorandum of understanding or antagonistic material terms and conditions substantially similar thereto (other than as a result of either the mutual agreement by CleanTech and the ▇▇▇▇▇▇▇▇ Parties to terminate this memorandum of understanding or to change such material terms and conditions in any material respects or the unilateral refusal of CleanTech to execute such definitive documentation), then the ▇▇▇▇▇▇▇▇ Parties shall pay to CleanTech an amount equal to the Companyreasonable out-of-pocket expenses in an amount not to exceed $50,000 (including the reasonable fees and expenses of legal counsel, its business accountants and other advisors and whether incurred prior to or prospects, financial or otherwise or after the date hereof) incurred by CleanTech in any company, person or entity that is, directly or indirectly, competitive connection with the proposed Transaction, which amount shall be payable in same day funds on the day that is the first business of day after the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Exclusivity Period.

Exclusivity. During the term of this Agreement, (ia) Executive Seller shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall not (A) accept authorize or permit any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation Affiliates or any other consideration for services from the Company, engageof its or their Representatives to, directly or indirectly, in (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any business activity information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not pursued for pecuniary advantagebinding) that is 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 may be competitive withnegotiations with any Persons conducted heretofore with respect to, or that might place Executive in a Competing Position could lead to, that of the Company an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company Person (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company other than Buyer or any of its Affiliates; provided, however, Executive may accept equity compensation related ) relating to the positions direct or business activities engaged in which have been approved indirect disposition, whether by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executivesale, as a passive investmentmerger or otherwise, of less than one percent (1%) all or any portion of the outstanding shares of capital stock Target Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.06, Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any corporation Acquisition Proposal, any request for information with one respect to any Acquisition Proposal, or more classes any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of its capital stock listed on a national securities exchange such request, Acquisition Proposal or publicly traded on a national securities exchange or in inquiry, and the over-the-counter market shall not constitute breach identity of the Person making the same. (c) Seller agrees that the rights and remedies for noncompliance with this Section 1(e)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. During From and after the term date hereof until the earlier of (a) the Closing Date, and (b) the termination of this Agreement, Agreement pursuant to Article IX (the "Exclusivity Period"), the Company and any Affiliate, officer, director, agent, or representative of the Company shall not, directly or indirectly: (i) Executive shall devote Executive’s entire working time, attention enter into any written or oral agreement or understanding with any Person (other than the Purchasers and energies other Persons acceptable to the Purchasers Representative) regarding Another Transaction (as defined below); (ii) initiate or continue any negotiations or discussions with any person or entity (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding the possibility of Another Transaction; (iii) submit, solicit, initiate, encourage, participate in, or facilitate any proposal or offer regarding Another Transaction; or (iv) except as otherwise required by law, provide any non-public financial or other confidential or proprietary information regarding the transactions contemplated hereby to any Person (other than to the Purchasers and other Persons acceptable to the Purchasers Representative) whom the Company knows, or has reason to believe, would have any interest in participating in Another Transaction. As used herein, "Another Transaction" means any issuance, sale, exchange, merger, combination, consolidation, recapitalization, or similar transaction involving any of the capital stock, equity interests, long-term debt arrangements, assets or business of the Company and (other than sales of inventory in the ordinary course of business). Another Transaction shall not (A) accept any other employment or consultancy or (B) serve on be deemed to include the board sale of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with either the Company, interferes with Executive’s duties 's Portland operations or the Company's Florida operations (a "Division Sale") even if one Person or group of related Persons does not purchase both operations. The Company shall notify the Purchasers Representative in writing immediately if after the date hereof any Person (other than the Purchasers and other Persons acceptable to the Company Purchasers Representative) makes any proposal, offer, inquiry or places Executive makes or has any contact in respect to Another Transaction or a Competing Position with, or otherwise conflicts with, Division Sale. The parties hereto acknowledge that the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may Purchasers would be competitive with, or that might place Executive in irreparably injured by a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).5.5 and agree that the Purchasers Representative on behalf of all or some of the Purchasers shall be entitled, in addition to any other rights or remedies the Purchasers may have under law or by agreement, to equitable relief, including injunctive relief, in the event of a breach of this Section 5.5. ARTICLE VI

Exclusivity. During (a) Except as set forth on Schedule 9.03(a), during the term Interim Period, the Company shall not take, nor shall it permit any of this Agreement, its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Buyer or any of its Affiliates or Representatives) concerning: (i) Executive shall devote Executive’s entire working timeany merger, attention and energies to consolidation, share exchange, business combination, or other similar transaction; (ii) any sale lease, exchange, transfer or other disposition of all or a material portion of the business assets of the Company and shall not (A) accept or its Subsidiaries or any capital stock or other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the equity interests of the Company or materially interfere with its Subsidiaries in a single transaction or series of transactions; or (iii) any purchase, lease, exchange, transfer or other acquisition of (A) all or a material portion of the assets of any Person by the Company or its Subsidiaries or (B) any capital stock or other equity interests of any Person by the Company or its Subsidiaries, in each case, in a single transaction or series of transactions (each such acquisition transaction, but excluding, for the avoidance of doubt, the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of Executive’s duties this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Companydate hereof with respect to, or that is reasonably likely to give rise to or result in, an Acquisition Transaction. (iib) Except with During the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion)Interim Period, Executive will notBuyer shall not take, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or nor shall it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to be adverse or antagonistic to commence due diligence with respect to, any Person (other than the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company shareholders or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, its Affiliatesstockholders and their respective Affiliates and Representatives; provided, howeverthat the execution, Executive may accept equity compensation related 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 9.03(b). Buyer shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by that is reasonably likely to give rise to or result in, a Business Combination Proposal. (c) Each of Buyer and the Company pursuant to subsections (e)(i) acknowledges and (ii) above. Ownership by Executiveagrees that, as for purposes of determining whether a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)9.03 has occurred, the actions of each Party’s respective Affiliates and Representatives shall be deemed to be the actions of such Party, and each Party shall be responsible for any breach of this Section 9.03 by any of such Party’s Affiliates or Representatives.

Exclusivity. (a) During the term period from the date hereof to the earlier of the date of termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement pursuant to Section 10.1 or the Closing Date, attention the Sellers and energies to the business of the Company shall not, and shall not (A) accept authorize or cause any other employment of their Affiliates, agents or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation representatives or any other consideration for services from the Company, engageAcquired Company to, directly or indirectly, (a) solicit, initiate, facilitate or encourage any Competing Transaction or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Competing Transaction, or (b) enter into, continue or otherwise participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is negotiations regarding, or may be competitive furnish to any Person any information with respect to, or otherwise cooperate in any way with, or that might place Executive execute or enter into any Contract with respect to, any Competing Transaction. Upon execution and delivery of this Agreement, the Sellers and the Company shall (and shall cause their respective Affiliates, agents and representatives to) cease all existing discussions or negotiations with any Person (other than Purchaser and its Affiliates) conducted on or before the date hereof with respect to any Competing Transaction unless and until this Agreement is terminated pursuant to Section 10.1. (b) The Company or the Sellers, as the case may be, shall within two (2) Business Days after receipt thereof by the Sellers or the Company advise Purchaser orally and in writing of any Competing Transaction or any inquiry with respect to or which could reasonably be expected to result in a Competing Position toTransaction and the material terms of the request, that of Competing Transaction or inquiry, and the Company or any Sellers shall inform the Person making such inquiry that it is subject to an obligation of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which exclusivity but shall be established during Executive’s employment by the Company (collectively, “Affiliates”)not otherwise respond. (iiic) During Executive’s employment by The Company and the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to Sellers agree that the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive rights and remedies for noncompliance with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)6.4 shall include having such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach would cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

Exclusivity. During (a) Seller agrees that between the term date of this Agreement and the earlier of the Closing and the termination of this Agreement,, Seller shall not, and shall take all action necessary to ensure that none of its controlled Affiliates or any of their respective Representatives shall: (i) Executive shall devote Executive’s entire working time, attention and energies to the business sell any of the Company and shall not CIT Bank Purchased Assets (Aother than pursuant to this Agreement) or solicit, initiate, consider, encourage or accept any other employment proposals or consultancy offers from any Person relating to any direct or (B) serve on the board indirect acquisition or purchase of directors all or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer material portion of the Company (which such approval shall continue until such time as the Company provides notice to Executive thatCIT Bank Purchased Assets, in its reasonable judgmentwhether effected by sale of assets, such position is with a company that is competitive with the Companysale of stock, interferes with Executive’s duties to the Company or places Executive in a Competing Position withmerger, exclusive license, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliatesotherwise; provided, however, Executive may accept equity compensation related to the positions that Buyers acknowledge and agree that any actions taken by Seller in connection with Servicing and/or resolution or business activities engaged settlement of a Transferred Loan shall not be prohibited by this Section 6.15(a), provided such actions are in which have been approved by the Company pursuant to subsections (e)(i) and compliance with Section 6.01; or (ii) above. Ownership participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by Executive, as a passive investment, of less than one percent (1%) any other Person to seek to do any of the outstanding shares foregoing. Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of capital stock the foregoing. (b) The Seller shall notify the Buyers promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the Buyers shall indicate in reasonable detail the identity of any corporation with one the Person making such proposal, offer, inquiry or more classes other contact and the terms and conditions of its capital stock listed on a national securities exchange such proposal, offer, inquiry or publicly traded on a national securities exchange or in the over-the-counter market other contact. Seller shall not constitute breach release any Person from, or waive any provision of, any confidentiality agreement relating to the CIT Bank Purchased Assets to which Seller is a party, without the prior written consent of this Section 1(e)the Buyers.

Exclusivity. During (a) From the term Execution Date until the earlier of the Closing or the termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement in accordance with Section 9.1, attention and energies to the business of the Company and its Affiliates shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand shall cause their Subsidiaries and their respective representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of Persons other than EQV and the Sponsor (and their respective representatives, acting in any business activity their capacity as such) (whether or not pursued for pecuniary advantagea “Competing Buyer”) that is or may be competitive withconstitute, or that might place Executive in would reasonably be expected to lead to, a Competing Position toTransaction; (ii) enter into, that of the participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any Group Company or any of its subsidiaries their assets or affiliates and/or any or its affiliates, subsidiariesbusinesses, or joint ventures currently existing afford access to the assets, business, properties, books or which shall records of any Group Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be established during Executive’s employment by the Company expected to lead to, a Competing Transaction; (collectivelyiv) approve, “Affiliates”)endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an intention to do so. (iiib) During Executive’s employment by From the CompanyExecution Date, Executive agrees until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.1, the EQV Parties, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not to acquire, assume or participate into, directly or indirectly, (i) solicit, initiate or take any financial positionaction to knowingly facilitate or encourage any inquiries or the making, investment submission or interest known by Executive to be adverse announcement of, any proposal or antagonistic to the Company, its business or prospects, financial or otherwise or in offer from any company, person or entity that is, directly or indirectly, competitive with the business of the Company EQV Parties, the Sponsor, any Person or any group of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by Persons other than the Company pursuant and the Company Unitholders that may constitute, or would reasonably be expected to subsections (e)(i) and lead to, a EQV Party Competing Transaction; (ii) above. Ownership by Executiveenter into, as participate in, continue or otherwise engage in, any discussions or negotiations regarding a passive investmentEQV Party Competing Transaction; (iii) commence due diligence with respect to any Person, in all cases for the purpose of less than one percent assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a EQV Party Competing Transaction; (1%iv) approve, endorse or recommend any EQV Party Competing Transaction; or (v) enter into a EQV Party Competing Transaction or any agreement, arrangement or understanding (including any letter of the outstanding shares of capital stock of any corporation with one intent or more classes of its capital stock listed on term sheet) relating to a national securities exchange EQV Party Competing Transaction or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)announce an intention to do so.

Exclusivity. During The Company and the term of this Agreement, (i) Executive Seller grant to Buyer the exclusive right to acquire the Shares until the Final Termination Date. The Company shall devote Executive’s entire working timenot and shall cause its Subsidiaries not to, attention and energies to the business of Seller shall cause the Company and shall its Subsidiaries not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectlyindirectly (a) solicit, in initiate or encourage the submission of any business activity (whether proposal or not pursued for pecuniary advantage) that is offer from any Person relating to the acquisition of the Shares or may be competitive withany capital stock or other voting securities, or that might place Executive in a Competing Position toany substantial portion of the assets of, that of the Company or any of its subsidiaries Subsidiaries (including any acquisition structured as a merger, consolidation or affiliates and/or share exchange) or (b) participate in any discussions or its affiliatesnegotiations regarding, subsidiariesfurnishing any information with respect to, assist or participate in, or joint ventures currently facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller will notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing and the Seller shall provide copies and disclose the terms thereof to Buyer, and shall immediately cease and cause to be terminated and shall use its reasonable best efforts to cause all Company/Seller Representatives to immediately terminate and cause to be terminated all existing discussions or which negotiations with any such Persons. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth above by any Affiliate of the Company, its Subsidiaries or the Seller or any of their Representatives, whether or not such Person is purporting to act on behalf of the Company, any of its Subsidiaries or the Seller, shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment deemed to be a breach of this Section 5.6 by the Company, Executive agrees not to acquire, assume its Subsidiary or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by ExecutiveSeller, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)applicable.

Exclusivity. During the term of this Agreement, The Company shall, and shall use its reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease (ia) Executive shall devote Executive’s entire working any and all discussions or negotiations with any Person (other than Parent and its Affiliates and its and their respective Representatives) regarding a Competing Transaction, (b) furnishing to any Person (other than Parent and its Affiliates and its and their respective Representatives) any information with respect to a Competing Transaction and (c) cooperating with, assisting in, participating in, facilitating or encouraging a Competing Transaction. Until such time, attention and energies if any, as this Agreement is terminated pursuant to the business of terms hereof, the Company agrees that it shall not, and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in use its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable best efforts to reach agreement on cause its resolution); provided that Executive may engage in civic Affiliates and not-for-profit activities, so long as such activities, in the aggregate, do use its reasonable best efforts to cause its and their respective Representatives not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (i) initiate, solicit, knowingly encourage or otherwise facilitate any inquiries or the making of an offer or proposal regarding any Competing Transaction, (ii) engage in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withnegotiations concerning, or that might place Executive in enter into any agreement (other than an agreement with its Subsidiaries or its or their respective Representatives) regarding a Competing Position toTransaction or otherwise knowingly facilitate a Competing Transaction or (iii) except as described in the immediately following sentence, file any amendments to or make any other filing with the Commission with respect to the Registration Statement, including any public or publicly available correspondence with respect thereto, or request that the Registration Statement (or the prospectus contained therein) be declared effective by the Commission or make any public announcements with respect to an initial public offering of the Company or any of its subsidiaries Subsidiaries, notwithstanding the fact that any such failure to file or affiliates and/or any other inaction may result in the Registration Statement (or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment the prospectus contained therein) being deemed stale by the Commission. Promptly after the date of this Agreement, the Company (collectivelyshall file a Registration Withdrawal Request on Form RW with the Commission with respect to the Registration Statement and, “Affiliates”). (iii) During Executive’s employment if deemed advisable by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive make a filing with the business of Commission on Form 8-K and other appropriate filings with the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged Commission in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)connection therewith.

Exclusivity. (a) During the term Interim Period, the Company shall not take, nor shall it permit any of this Agreement, its Affiliates or Representatives to take, whether directly or indirectly, written or oral, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (iother than Acquiror and/or any of its Affiliates or Representatives) Executive shall devote Executive’s entire working time, attention and energies to the business concerning any purchase of any of the Company Company’s equity securities or the issuance and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body sale of any other entitysecurities of, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive thatmembership interests in, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests its Subsidiaries (other than any purchases of the Company, at which time equity securities by the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests from employees of the Company or materially interfere its Subsidiaries) or any merger recapitalization or similar business combination transaction or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”), or commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any offer, inquiry, proposal indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction; provided, that the execution, delivery and performance of Executive’s duties this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions, conversations, negotiations or other communications with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction, and request the prompt return or destruction of all confidential information previously furnished, in each case with respect to any of the foregoing. The Company represents and warrants to Acquiror that this Section 9.04(a) does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or (to the Company’s Knowledge) any of its Affiliates are currently bound. (iib) Except with During the prior written approval Interim Period, Acquiror shall not take, nor shall it permit any of the Chief Executive Officer (which the Chief Executive Officer may grant its Affiliates or withhold in his or her discretion)Representatives to take, Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, whether directly or indirectly, written or oral, any action to solicit, initiate, continue or engage in any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive in a Competing Position enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, that any Person (other than the Company and/or any of its Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company and its Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions, conversations, negotiations or other communications with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, and request the prompt return or destruction of all confidential information previously furnished, in each case with respect to any of the foregoing. Acquiror represents and warrants to the Company that this Section 9.04(b) does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which Acquiror or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures Affiliates are currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) abovebound. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach Solely for purposes of this Section 1(e9.04(b), the term “Affiliates” shall exclude any special purpose acquisition companies that are Affiliates of Acquiror.

Exclusivity. During (a) Except as otherwise consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) or in connection with a merger, consolidation or sale of substantially all of Seller’s business (a “Seller Change of Control”) (provided, that in connection with a Seller Change of Control, Seller shall cause this Agreement to be contractually assumed or assumed by operation of law), Seller agrees that prior to the term Closing (or, if applicable, the termination of this Agreement,the Agreement in accordance with its terms), Seller shall not, and shall take all action necessary to ensure that none of its subsidiaries or any of their respective Representatives shall, and shall not authorize its subsidiaries or any of their respective Representatives to, directly or indirectly: (i) Executive shall devote Executive’s entire working timesolicit, attention and energies to the business of the Company and shall not (A) initiate, consider, encourage or accept any other employment proposals or consultancy offers from any Person relating to any direct or indirect acquisition or purchase of all or any portion of the Specified Business or the Purchased Assets, whether effected by sale of assets, sale of stock, merger or otherwise, other than (i) as expressly permitted by Section 5.1, (ii) inventory of the Products sold or disposed of in the ordinary course of business or (Biii) serve on the board non-exclusive licenses granted to Third Party service providers of directors Seller or similar body its subsidiaries in connection with provision of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, services in the aggregate, do not conflict with the interests ordinary course of the Company or materially interfere with the performance of Executive’s duties to the Company.business; or (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant participate in any discussions, conversations, negotiations or withhold in his or her discretion), Executive will not, while employed with the Companyother communications regarding, or during any period during which Executive is receiving compensation or furnish to any other consideration for services from the CompanyPerson any information with respect to, engage, directly or indirectly, otherwise cooperate in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withway, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly knowingly facilitate or indirectly, encourage any financial position, investment effort or interest known attempt by Executive any other Person to seek to do any of the foregoing. Seller immediately shall cease and cause to be adverse terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. (b) Seller shall notify Purchaser promptly, but in any event within two Business Days, orally and in writing if any such proposal or antagonistic offer, or any inquiry with respect to the Companysame, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related respect to the positions Specified Business or business activities engaged Purchased Assets is made. Any such notice to Purchaser shall indicate in which have been approved by reasonable detail the Company pursuant to subsections (e)(i) terms and (ii) above. Ownership by Executive, as a passive investment, conditions of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one such proposal offer or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)inquiry.

Exclusivity. During 2.1 In consideration of the term Purchaser granting the Put Option on the terms of this Agreement,the Put Option Deed, each of the Sellers agrees and undertakes that it shall not and, to the extent that it is in its power to do so, shall procure that its Representatives shall not, from the date hereof: (ia) Executive shall devote Executive’s entire working timeenter into, attention and energies participate in or continue discussions or negotiations with any Third Party in connection with or with a view to the business of the Company and shall not agreeing or implementing an Alternative Transaction; (Ab) accept allow any other employment Third Party (or consultancy its Representatives) to have access (or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(Acontinued access) or otherwise provide to any Third Party (Bor its Representatives) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, any information in its reasonable judgment, such position is connection with or with a company that is competitive with the Company, interferes with Executive’s duties view to the Company agreeing or places Executive in a Competing Position withimplementing an Alternative Transaction, or otherwise conflicts co-operate with, the interests of the Companyassist or participate in any approach, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts proposal or offer in connection with or with a view to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company agreeing or materially interfere with the performance of Executive’s duties to the Company.implementing an Alternative Transaction; (iic) Except solicit, initiate or encourage offers or expressions of interest from Third Parties in connection with the prior written approval of the Chief Executive Officer or with a view to agreeing or implementing an Alternative Transaction; or (which the Chief Executive Officer may grant d) enter into any agreement or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity arrangement (whether or not pursued for pecuniary advantageconditional) that is in connection with or may be competitive with a view to agreeing or implementing an Alternative Transaction. 2.2 Each of the Sellers warrants and undertakes to the Purchaser that: (a) neither it nor any other member of its Group nor any of its Representatives is, as at the date of this Deed, in negotiations in connection with, or with a view to agreeing or implementing, an Alternative Transaction with any Third Party and any such negotiations which commenced prior to the date of this Deed have been terminated; and (b) prior to the date of this Deed neither it nor any other member of its Group has entered into any binding arrangements or agreements, whether or not conditional, with any Third Party to effect any Alternative Transaction. 2.3 This Deed, and the obligations contained in it, shall come into force on the date of this Deed and LON4379624t3erminate upon the earlier of (the Exclusivity Period): (a) the date of termination of the Put Option in accordance with the terms of the Put Option Deed; (b) if the Put Option is not duly exercised by the Sellers, the expiry date of the Put Option Period; (c) the Closing Date, or if earlier the date of termination of the SPA in accordance with the terms of the Put Option Deed or of the SPA; (d) any breach of the terms of the Put Option Deed or of the SPA by the Purchaser which is material in the context of the Proposed Transaction; (f) the CDS Condition is not satisfied in the terms set out in clause 4 of the SPA by the date set out therein. 2.4 Upon termination of this Deed, all obligations of the Parties under this Deed shall terminate except for the provisions of this clause 2.3 and clauses 5 (Costs), 6 (Third party rights) and 7 (Governing law and Jurisdiction), provided that might place Executive any rights and liabilities of the Parties which have accrued under this Deed prior to termination (including, without limitation, under clause 2.8) shall continue to exist. 2.5 Neither the Sellers nor any of their respective Affiliates, nor any other person, shall be under any obligation or commitment to exercise the Put Option or to enter into any further agreement in a Competing Position relation to, that or to enter into or continue any discussion or negotiation with regard to, the Proposed Transaction, or to accept any proposal or offer in relation to the Proposed Transaction. This Deed shall not constitute, nor should it be construed to constitute, exercise of the Company Put Option, or acceptance of any other proposal or offer in relation to the Proposed Transaction. The Sellers agree with the Purchaser that they shall each exercise their respective right to decline, or fail, to exercise the Put Option at all times acting in good faith. For the purposes of this Deed, ‘good faith’ (bonne foi) shall be construed in accordance with the applicable provisions of French law. 2.6 Notwithstanding any other term of any Transaction Document, the obligations and liabilities of LSEG and LCH under this Deed, the Put Option Deed and each of the other Transaction Documents are several and, for the avoidance of doubt, neither joint nor joint and several. 2.7 The Purchaser agrees with the Sellers (for the benefit of the Sellers and their respective Affiliates, the members of the DBAG Group and HoldCo) that it is not relying upon, and has not been induced to grant the Put Option or enter into this Deed, by any warranty or representation other than those expressly contained in this Deed and the other Put Option Documents (as defined in the Put Option Deed). For the avoidance of any doubt, neither LCH nor LSEG shall have any liability for or in respect of any breach of any of its subsidiaries the warranties given by LCH or affiliates and/or LSEG (and the Purchaser shall have no remedy or recourse against LCH or LSEG for any or its affiliatessuch breach) unless and until the SPA is entered into by all parties to it (and then only on, subsidiariesand subject to, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”terms of the SPA). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During From and after the term of this Agreement, (i) Executive date hereof, Seller shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall cause its Affiliates not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (a) initiate, solicit, facilitate, encourage, discuss, negotiate or accept any inquiries, proposals or offers with respect to (i) the acquisition, in a single transaction or a series of related transactions, of any business activity of the outstanding shares of any class or series of equity securities or debt securities of Seller, the Company or any of its Subsidiaries or any interests therein, (whether ii) the acquisition (or not pursued for pecuniary advantageany lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of a material portion of the assets and properties of Seller, the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or combination of Seller, the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to Seller, the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition Transaction”), or (b) enter into any contract or agreement concerning or relating to an Acquisition Transaction, in each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, proposal or offer with respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, or obtains information that such an inquiry, proposal or offer is likely to be made, Seller shall provide Buyer with immediate notice thereof, which notice shall include the terms of, and the identity of the person or may be competitive withpersons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any and all discussions or negotiations with any third party with respect to, or that might place Executive in a Competing Position could reasonably be expected to lead to, that an Acquisition Transaction. Prior to the Closing, Seller shall not transfer, dispose of or put an Encumbrance on the equity securities of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”)Subsidiaries. (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During (a) From the term date hereof until the earlier of the termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement or the Closing, attention and energies to the business of the Company shall not, and shall cause its officers, directors, Affiliates, managers, consultant, employees, representatives and agents (“Representatives”) not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. Immediately following the execution of this Agreement, the Company shall, and shall cause each of its Representatives, to immediately terminate any existing discussion or negotiations with any Persons other than Parent and Sponsor concerning any Alternative Transaction. The Company shall be responsible for any acts or omissions of any of its respective Representatives that, if they were the acts or omissions of the Company, would be deemed a breach of its obligations hereunder (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against such Representatives with respect to any such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving the Company (other than the transactions contemplated by this Agreement): (A) any merger, consolidation, share exchange, business activity combination or other similar transaction or (whether B) any sale, lease, exchange, transfer or not pursued for pecuniary advantage) that is other disposition of all or may be competitive with, or that might place Executive in a Competing Position to, that material portion of the assets of such the Company or any of its subsidiaries Subsidiaries (other than sales of inventory in the ordinary course of business) or affiliates and/or any class or its affiliates, subsidiaries, series of the capital stock or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by other equity interests of the Company, Executive agrees not in a single transaction or series of transactions. In the event that there is an unsolicited inquiry or proposal, or an indication of interest by any Person (other than Parent or any of its Representatives) in entering into, an Alternative Transaction, communicated in writing to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; providedrespective Representatives (each, howeveran “Alternative Proposal”), Executive may accept equity compensation related the Company shall promptly notify such Person in writing that the Company is subject to an exclusivity agreement with respect to the positions or business activities engaged in which have been approved by sale of the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)that prohibits it from considering such Alternative Proposal.

Exclusivity. During Between the term date of this Agreement, Agreement and the earlier of (ia) Executive shall devote Executive’s entire working timethe Closing and (b) the termination of this Agreement pursuant to Section 8.1, attention and energies to the business none of the Company Warrantors and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries their respective Affiliates, officers, directors, representatives or affiliates and/or agents shall, and the Warrantors and the Company shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents not to, (i) solicit, initiate, consider, encourage or accept any other proposals or its affiliates, subsidiariesoffers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity interests in the Company or any other Group Company or all or any material portion of the assets of the Group Companies, or joint ventures currently existing (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the other extraordinary business transaction involving or otherwise relating to any Group Company, Executive agrees not or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to acquireany other Person any information with respect to, assume or otherwise cooperate in any way, assist or participate in, directly facilitate or indirectlyencourage any effort or attempt by any other Person to seek to do any of the foregoing. The Warrantors and the Company shall, and shall cause the other Group Companies to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Warrantors and the Company shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Warrantors and the Company agree not to, and to cause the other Group Companies not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any financial position, investment confidentiality or interest known by Executive standstill agreement to be adverse which any Warrantor or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Group Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as is a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)party.

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (i) the Closing and/or (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 (1) any sale of assets of the Company, (2) the issuance or acquisition of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities of the Company, or (3) any conversion, consolidation, merger, liquidation, dissolution or similar transaction (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise 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, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him, or her prior to the date hereof. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, subsidiariesand will provide GigCapital5 with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or joint ventures currently existing or which shall be established during Executive’s employment proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company (collectively, “Affiliates”)or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. (iiib) During Executive’s employment by From and after the Companydate hereof until the Effective Time or, Executive agrees if earlier, the termination of this Agreement, GigCapital5 shall not take, nor shall it permit any of its affiliates or Representatives to acquiretake, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to be adverse or antagonistic to commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive combination transaction (a “Business Combination Proposal”) other than with the business of Company, its stockholders and their respective affiliates and Representatives. GigCapital5 shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company or any of Company, its Affiliates; provided, however, Executive may accept equity compensation related stockholders and their respective affiliates and Representatives) conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by the Company pursuant is reasonably likely to subsections (e)(i) and (ii) above. Ownership by Executivegive rise to or result in, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies Agreement until the earlier to the business occur of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict Closing and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage termination of this Agreement in civic and accordance with ARTICLE VIII, each Seller Party shall not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, through any officer, director, employee, agent or Affiliate, enter into any agreement, agreement in any business activity principle or other commitment (whether or not pursued for pecuniary advantagelegally binding) that is relating to any business combination with, recapitalization of, or may be competitive acquisition or purchase of all or any material portion of the Business (other than the inventory in the ordinary course of the Business), whether structured as a merger, stock purchase, license, recapitalization, lease, asset transaction or otherwise (a “Competing Transaction”), or solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any Competing Transaction, nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage, any financial position, investment effort or interest known attempt by Executive any Person to be adverse or antagonistic effect a Competing Transaction. Notwithstanding anything to the Companycontrary contained in this Section 5.9, this Agreement shall in no event restrict or limit any Seller discussions or negotiations in respect of a sale or transfer of all or substantially all of the assets or equity of Seller; provided that this sentence shall not permit any Seller Party or its business Affiliates to abdicate this Agreement or prospects, financial any Ancillary Agreement or otherwise or in any company, person or entity that is, directly or indirectly, competitive with avoid its obligations to consummate the business of Closing and the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to other transactions contemplated by this Agreement and the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Ancillary Agreements.

Exclusivity. During From the term date hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with its terms, except for the transactions contemplated by this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and each Parent shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand shall cause their respective controlled Affiliates and direct their Representatives not to, directly or indirectly, solicit, encourage, initiate, enter into any Contract, or encourage or entertain the submission of any proposal or offer from any Person, relating to the direct or indirect acquisition of any of the capital stock or other Equity Securities of any member of the Company Group, or all or any material portion of the assets of any of the foregoing, whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of stock, or otherwise, or participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is negotiations regarding, furnish any information with respect to, assist or may be competitive withparticipate in, or that might place Executive knowingly facilitate in a Competing Position any other manner any effort or attempt by any Person to do or seek to do any of the foregoing, except in each case for discussions with Subscriber regarding the transactions contemplated by the Transaction Documents. The Company and each Parent shall, and shall cause their respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Subscriber, as contemplated by the Transaction Documents) conducted heretofore with respect to any of the matters addressed in this ‎‎Section 5.04. In the event that the Company or any Parent receives a proposal regarding any of the matters restricted by this ‎‎Section 5.04, the Company or such Parent, as applicable, shall provide the Subscriber with prompt (and in any event within 24 hours) written notice of, and all material information relating to, the same. Notwithstanding anything express or implied above in this ‎‎Section 5.04, this ‎‎Section 5.04 shall not be applicable to (i) any acquisition of property or assets by the Company Group in the ordinary course of business, (ii) any acquisition of property or assets of the Company or any of its subsidiaries or affiliates and/or Company Subsidiary by any or its affiliatesother wholly owned Company Subsidiary, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not Recapitalization Transactions or (iv) subject to acquire, assume or participate in, directly or indirectly‎‎Section 10.06, any financial positiontransaction that involves a merger or business combination of either Parent, investment any primary or interest known by Executive to be adverse secondary issuance or antagonistic to sale of Equity Securities of either Parent, or any other disposition of, or other transaction related to, Equity Securities, businesses or assets of either Parent or any of their respective Subsidiaries other than, in each case, the Company, its business Company Units or prospects, financial any property or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business assets of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Group.

Exclusivity. During (a) Until the term Closing or the earlier termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business Seller agrees that neither it nor any of its Affiliates nor any of the Company managers and shall not (A) accept any other employment officers of Seller or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageAffiliates shall, directly or indirectly, in initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, recapitalization, consolidation, business activity combination or other similar transaction involving Seller or any material portion of, the Business or the Acquired Assets; (whether ii) a purchase of Seller, the Business or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that substantially all of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). Acquired Assets; (iii) During Executive’s employment by a sale or disposition of all or any material portion of Seller, the CompanyBusiness or substantially all of the Acquired Assets; or (iv) any liquidation, Executive agrees not to acquiredissolution, assume recapitalization, extraordinary dividend or participate inother significant corporate reorganization of Seller (any such proposal or offer, an “Acquisition Proposal”). Until the Closing or the earlier termination of this Agreement, Seller and the Seller Principals further agree that neither they nor any of their managers, officers, employees, agents or representatives shall, directly or indirectly, (x) engage in any financial positionnegotiations concerning, investment or interest known provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or (y) enter into any agreement, arrangement, understanding or other contract, agreement or understanding with any Person requiring Seller or any Seller Principal to abandon, terminate or fail to consummate any of the transactions contemplated hereby or by Executive any of the Transaction Documents. Seller shall promptly notify Buyer if Seller shall, on or after the date hereof, have received an Acquisition Proposal or any request for information or access in connection with a possible Acquisition Proposal involving any Person or group (other than an Affiliate of Buyer), including the nature and terms of such inquiry and the identity of such Person or group. (b) Until the Closing or the earlier termination of this Agreement, Seller shall, and shall cause its representatives to, immediately cease and cause to be adverse terminated any existing activities, discussions or antagonistic negotiations with any Person other than Buyer conducted prior to the Companydate hereof with respect to any Acquisition Proposal (other than, its business but solely limited to, discussions necessary to ensure return or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business destruction of the Company or any all confidential information of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(eSeller).

Exclusivity. During (a) Except in connection with a PIPE Investment, during the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate or interest known engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company’s equity securities or the sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by Executive the Company from employees of the Company or its Subsidiaries or in a PIPE Investment) or any merger or sale of substantial assets of the Company or its Subsidiaries, taken as a whole, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to be adverse the date hereof with respect to, or antagonistic which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its business stockholders and/or any of their Affiliates or prospectsRepresentatives), financial concerning, relating to or otherwise which is intended or in is reasonably likely to give rise to or result in, any companyoffer, person inquiry, proposal or entity that isindication of interest, directly written or indirectly, competitive oral relating to any Business Combination (a “Business Combination Proposal”) other than with the business of the Company or any of Company, its Affiliatesstockholders and their respective Affiliates and Representatives; provided, howeverthat, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by execution, delivery and performance of this Agreement and the Company pursuant to subsections (e)(i) other Transaction Agreements and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) the consummation of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market Transactions shall not constitute breach be deemed a violation of this Section 1(e9.04(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. During Prior to the term Closing Date the Company will refrain, and cause its Affiliates, officers, directors, employees, agents and other representatives (including without limitation any brokers, legal counsel, accountants, or financial advisors of this Agreement, the Company) to refrain, from directly or indirectly (x) making any offer or proposal to any Person or entering into any contract with any Person to (i) Executive shall devote Executive’s entire working timesell, attention issue or otherwise transfer any capital stock of the Company (other than pursuant to equity plans of the Company in effect on the date hereof (without giving effect to any amendment thereof after the date hereof)) (the "Existing Equity Plans") to officers, directors and energies to the business employees of the Company and shall not (A) accept any other employment or consultancy its Subsidiaries); or (Bii) serve on sell or otherwise transfer any material assets or properties of the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) Company; or (Biii) is approved effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; (y) entertaining, soliciting, encouraging, accepting, negotiating or otherwise holding substantive discussions (and shall immediately cease any such actions currently underway with any Persons other than the Purchasers) regarding any offer or proposal from any Person to (i) purchase or otherwise acquire any of the capital stock of the Company; or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; or (z) providing any non-public information regarding the Company to any Person in connection with a transaction of the type described in subsections (i), (ii) and (iii) above; provided that notwithstanding anything to the contrary in this Section 6.6, the Company may consider, negotiate, approve and recommend to the Shareholders of the Company any unsolicited offers or proposals for an acquisition, by merger, amalgamation consolidation, tender offer or otherwise, of all or substantially all of the Chief Executive Officer assets or outstanding Common Shares of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolutionan "Unsolicited Proposal"); provided provided, further, that Executive may engage in civic and not-for-profit activitiesunless this Agreement is terminated pursuant to Section 9.1, so long as no such activities, in actions shall affect the aggregate, do not conflict with the interests obligations of the Company or materially interfere with under this Agreement (including without limitation the performance obligation of Executive’s duties the Board of Directors of the Company to recommend to the Company. (ii) Except with the prior written approval shareholders of the Chief Executive Officer (which Company the Chief Executive Officer may grant or withhold in his or her discretionconsummation of the transactions contemplated by this Agreement and the other Operative Documents), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly. Further, in connection with any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withUnsolicited Proposal, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or Affiliate thereof, may enter into a confidentiality agreement with, and provide any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by non-public information regarding the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectlyto, any financial positionPerson in connection with any such Unsolicited Proposal. If any such offer or proposal is made to or received from any Person, investment or interest known the Company will promptly advise such Person by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business written notice of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach terms of this Section 1(e)6.6 and will promptly deliver a copy of such notice to the Purchasers.

Exclusivity. During Between the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention Agreement and energies the earlier to the business occur of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board termination of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice Agreement pursuant to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict Article 8 and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and Closing Date, Seller shall not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectlyindirectly (including indirectly through its Representatives), (a) solicit, initiate, knowingly encourage or induce or take any other action to in any way knowingly facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to (including by way of furnishing information or assistance) a Competing Transaction, (b) engage in or otherwise participate in any negotiations or discussions with any Person (other than any Governmental Authority) concerning, provide any information to, or cooperate in any way with, any Person relating to, any Competing Transaction or (c) agree to, approve or recommend any contract (written or oral), agreement in principle, letter of intent, term sheet or other similar instrument relating to any Competing Transaction. Seller shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing (other than any such discussions with any Governmental Authority) and shall use its Commercially Reasonable Efforts to cause any such party in possession of confidential information about Seller that was furnished by or on behalf of Seller in connection with the sale process conducted by Seller prior to the date hereof with respect to the Purchased Assets to return or destroy all such information. Seller acknowledges and agrees that any remedy at law for breach of the foregoing covenant may be inadequate and, in addition to any business activity (whether or not pursued for pecuniary advantage) that is or other relief which may be competitive withavailable, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages, posting bond or that might place Executive in a Competing Position toproviding surety, that and without regard to the adequacy of any remedy at Law. Seller represents and warrants that, as of the Company date hereof, (x) it is not engaged in discussions or negotiations with any party other than Purchaser or any Governmental Authority with respect to any of its subsidiaries the foregoing, (y) there is no stand-by or affiliates and/or any back-up contract (written or its affiliatesoral), subsidiaries, agreement or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic other understanding with respect to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business sale of the Company or any of its Affiliates; providedPurchased Assets, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (iiz) above. Ownership by Executive, as a passive investment, of less it has terminated all discussions with third parties (other than one percent (1%any Governmental Authorities) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)respect to such proposed matters.

Exclusivity. During From the term of this Agreement,Agreement Date until June 21, 2015 (the “Exclusivity Period”): (ia) Executive the Company and its officers shall devote Executive’s entire working timenot, attention and energies the Company shall not authorize any of its directors, employees, agents or representatives, including any investment banker, attorney, consultant or accountant (collectively, “Representatives”), to directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or otherwise dispose of or transfer, or announce the business offering of any debt securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or with terms substantially similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in Notes (any such transaction, a “Competing Position with, or otherwise conflicts with, the interests of the Company, at which time Transaction”) and; (b) the Company and Executive will discuss such conflict its officers shall, and the parties will use reasonable efforts Company shall instruct its Representatives to, cease any discussions and negotiations with any person or entity other than the HH Purchaser regarding any Competing Transaction or any proposal that could reasonably be expected to reach agreement on its resolution); provided that Executive may engage in civic lead to a Competing Transaction. For the avoidance of doubt, the offer and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests sale of common or preferred stock of the Company or materially interfere with securities convertible, exercisable or exchangeable for common or preferred stock (excluding any convertible debt securities), or non-convertible debt securities of the performance of Executive’s duties Company shall not be deemed a Competing Transaction if not prohibited under clause (a) above. In addition, during the Exclusivity Period, the Company and its officers shall not, and the Company shall not authorize any Representatives to, (i) engage in any discussions or negotiations with, or provide any confidential or non-public information or data to, any person other than the HH Purchaser relating to the Company. a Competing Transaction, (ii) Except encourage any effort or attempt by any person other than the HH Purchaser to propose or implement a Competing Transaction, or (iii) execute or enter into with any person other than the prior written approval HH Purchaser, any letter of intent, exclusivity agreement, agreement in principle, purchase agreement, option agreement, or other similar agreement related to a Competing Transaction. Notwithstanding the foregoing, nothing herein shall prevent the Company from offering and selling the Notes (a) to its existing investors to the extent required under the terms of any existing rights of first offer or similar existing rights of the Chief Executive Officer Company’s investors (which the Chief Executive Officer may grant “Right of First Offer”) and (b) to other investors or withhold in his or her discretion)potential investors (the “Other Investors”) (1) set forth on Schedule 7.14 hereto, Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage2) that is or may be competitive with, or that might place Executive in a Competing Position to, that who are existing investors of the Company or any of its subsidiaries Subsidiaries who do not have the Right of First Offer or affiliates and/or any or its affiliates(3) with the HH Purchaser’s prior written consent, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees such consent not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive be unreasonably withheld (it being agreed that it is reasonable for the HH Purchaser to be adverse or antagonistic withhold consent if the HH Purchaser (1) is already in discussions with such potential investor with respect to the CompanyTransactions or (2) has a pre-existing relationship with such potential investor and is planning to contact such potential investor about the Transactions), its business and in connection therewith, engaging in discussions or prospectsnegotiations with, financial providing any confidential or otherwise non-public information or in any companydata to, person or entity that is, directly or indirectly, competitive with and/or entering into purchase agreement for the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or offered in the over-the-counter market shall not constitute breach of this Section 1(e)Transactions with, such existing investors or other investors or potential investors.

Exclusivity. During (a) From the term Effective Date, until the earlier of the Closing or the termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement in accordance with Section 10.1, attention and energies to the business none of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of Sellers nor the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageshall, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Buyer and the Sponsor (and their respective representatives, acting in any business activity their capacity as such) (whether or not pursued for pecuniary advantagea “Competing Buyer”) that is or may be competitive withconstitute, or that might place Executive in could reasonably be expected to lead to, a Competing Position toTransaction; (ii) enter into, that of the participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any RSI Company or any of its subsidiaries assets or affiliates and/or any or its affiliates, subsidiariesbusinesses, or joint ventures currently existing afford access to the assets, business, properties, books or which records of any RSI Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an intention to do so; provided that none of the foregoing restrictions shall be established during Executive’s employment prohibit any RSI Company from taking the actions permitted by the exceptions set forth in Section 6.1(a)(xi) of this Agreement or the related sections of the Company (collectivelyand Sellers’ Disclosure Letter, “Affiliates”and any such action shall not be deemed a violation of this Section 7.21(a). (iiib) During Executive’s employment by From the CompanyEffective Date, Executive agrees until the earlier of the Closing or the termination of this Agreement in accordance with Section 10.1, the Sponsor and the Buyer shall not to acquire, assume or participate in, directly or indirectly, (i) solicit, initiate or take any financial positionaction to facilitate or encourage any inquiries or the making, investment submission or interest known by Executive announcement of, any proposal or offer from any Person or group of Persons other than the Company and the Sellers (and their respective representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to be adverse or antagonistic to the Companylead to, its business or prospectsa Buyer Competing Transaction, financial (ii) enter into, participate in, continue or otherwise engage in, any discussions or in negotiations with any company, person or entity that is, directly or indirectly, competitive with the business of the Company Alternative Target regarding a Buyer Competing Transaction; (iii) furnish (including through any virtual data room) any non-public information relating to Buyer or any of its Affiliates; providedassets or businesses, however, Executive may accept equity compensation related or afford access to the positions assets, business, properties, books or business activities engaged records of Buyer to an Alternative Target, in which have been approved by all cases for the Company pursuant purpose of assisting with or facilitating, or that could otherwise reasonably be expected to subsections lead to, a Buyer Competing Transaction; (e)(iiv) and approve, endorse or recommend any Buyer Competing Transaction; or (iiv) above. Ownership by Executiveenter into a Buyer Competing Transaction or any agreement, as arrangement or understanding (including any letter of intent or term sheet) relating to a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange Buyer Competing Transaction or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)announce an intention to do so.

Exclusivity. During (a) . From the term date of this Agreement,Agreement until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.01, Acquiror shall not, and shall cause its Representatives not to, directly or indirectly: (ia) Executive shall devote Executive’s entire working timeintentionally initiate or solicit any inquiries that would be reasonably likely to lead to an offer or proposal regarding a Business Combination; (b) engage in, attention continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and energies records or any confidential information or data to, any Person relating to the business any Business Combination; (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any proposal or offering relating to any Business Combination; (d) 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 proposal or offer for any Business Combination; or (e) resolve or agree to do any of the Company foregoing. Acquiror agrees that immediately following the execution of this Agreement it shall, and shall not use its reasonable best efforts to cause its Representatives to, cease any solicitations, discussions or negotiations with any Person (Aother than the parties hereto and their respective Representatives) accept conducted heretofore in connection with Business Combination or any other employment inquiry or consultancy request for information that would reasonably be expected to lead to, or result in, a Business Combination. Acquiror shall promptly (Band in any event within two (2) serve on Business Days) notify, in writing, the board Company of directors or similar body the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Business Combination other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive than with the Company, interferes with Executive’s duties 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 proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”). Acquiror shall promptly (and in any event within two (2) Business Days) keep the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock reasonably informed of any corporation material developments with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)respect to any such Business Combination Proposal.

Exclusivity. During Until the term earlier occurs of the Closing or the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business none of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitySellers, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company nor any of their respective directors, officers, employees, agents, representatives, shareholders or places Executive in a Competing Position with, or otherwise conflicts withAffiliates (collectively, the interests of the Company"Company Group") shall initiate, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activitiessolicit, so long as such activitiesentertain, in the aggregatenegotiate, do not conflict with the interests of the Company accept or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engagediscuss, directly or indirectly, or encourage inquiries or proposals (each, an "Acquisition Proposal") with respect to, or furnish any information relating to or participate in any business activity (whether negotiations or not pursued for pecuniary advantage) that is or may be competitive withdiscussions concerning, or that might place Executive in a Competing Position enter into any agreement with respect to, that any acquisition or purchase of all or a substantial portion of the business, assets, properties, capital stock or capital stock equivalents of the Company or any of its subsidiaries or affiliates and/or any or its affiliatesSubsidiaries (a "Potential Sale"), subsidiarieswhether by merger, combination, sale of stock, sale of assets, or joint ventures currently existing otherwise, or which shall be established during Executive’s employment enter into any agreement, arrangement or undertaking requiring it to abandon, terminate or fail to consummate the transaction contemplated by this Agreement. The Sellers and the Company (collectivelyshall, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business and shall cause each other member of the Company Group to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any of its Affiliates; providedparties, howeverother than Buyer, Executive may accept equity compensation related conducted prior to the positions date hereof with respect to any Acquisition Proposal. The Company or business activities engaged in which have been approved by the Sellers shall (i) immediately inform Buyer of any inquiries any member of the Company pursuant to subsections (e)(i) Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith, and (ii) aboveinform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or its potential financing sources). Ownership The Sellers and the Company represent that each is not a party to or bound by Executive, as a passive investment, of less any agreement with respect to an Acquisition Proposal other than one percent (1%) under this Agreement. Each of the outstanding shares of capital stock of any corporation Sellers and the Company shall cause its officers, directors, agents and advisors to comply with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach provisions of this Section 1(e)5.5.

Exclusivity. (a) During the term of this Agreement, (i) Executive Interim Period, Parent shall devote Executive’s entire working timenot, attention and energies shall cause its Subsidiaries not to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in use its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable best efforts to reach agreement on cause its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do their respective Representatives not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (i) initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Business Combination other than the Transactions (a “Business Combination Proposal”), (ii) engage in, continue or otherwise participate in any business activity (whether negotiations or not pursued for pecuniary advantage) that is or may be competitive withdiscussions concerning, or that might place Executive in a Competing Position provide access to its properties, business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Business Combination Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination 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 Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the Company foregoing. If a party or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company Subsidiaries or any of its Affiliates; provided, however, Executive may accept equity compensation related or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the positions Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or business activities engaged proposal) notify such person in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) writing of the outstanding shares terms of capital stock this Section 7.06. Without limiting the foregoing, it is understood that any violation of the restrictions contained in Section 7.06 by any corporation with of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives acting on Parent’s or one or more classes of its capital stock listed on Subsidiaries’ behalf, shall be deemed to be a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)7.06 by Parent. (b) Parent shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. During (a) From the term date of this Agreement, Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, the Company will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) Executive shall devote Executive’s entire working timeany merger or sale of ownership interests in, attention and energies to the business of or material assets of, the Company and shall not (A) accept or any other employment of its Subsidiaries, or consultancy or (B) serve on the board of directors a recapitalization, share exchange, or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is transaction with a company that is competitive with the Company, interferes with Executive’s duties respect to the Company or places Executive in a Competing Position withany of its Subsidiaries, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion)any financing, Executive will notinvestment, while employed with the Companyacquisition, or during any period during which Executive is receiving compensation purchase, merger, sale or any other consideration for services from similar transaction that would restrict, prohibit or inhibit the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that ability of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment Subsidiaries to consummate the Transactions contemplated by this Agreement (the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or transactions in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(ii) and (ii), collectively “Company Competing Transactions”). In addition, the Company will (and will cause its Affiliates and Representatives to) abovepromptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. Ownership by ExecutiveThe Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, as proposal, offer or submission) notify Parent if the Company (or, to the Company’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a passive Company Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will inform Parent of the principal terms of the inquiry, proposal, offer or submission. (b) From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, Parent and Merger Sub will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to (i) any merger or sale of ownership interests in, or material assets of, Parent or a Subsidiary (including Merger Sub), or a recapitalization, share exchange, or similar transaction with respect to Parent or a Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Parent or Merger Sub from being able to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Parent Competing Transactions”). In addition, Parent and Merger Sub will (and will cause their Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Parent Competing Transaction. For the avoidance of less than one percent (1%) doubt, all transactions concerning the acquisition of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in Hotels by the over-the-counter market Parent shall not constitute breach be deemed to be a Parent Competing Transaction. Parent and Merger Sub will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if Parent or Merger Sub (or, to Parent’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a Parent Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Section 1(e)Agreement, and will inform the Company of the principal terms of the inquiry, proposal, offer or submission.

Exclusivity. During Following the term date of this Agreement, (i) Executive , Sellers shall devote Executive’s entire working time, attention and energies to the business of the Company not and shall not cause its Affiliates (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with including the Company) not to, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict shall cause its and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do their respective representatives not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, solicit, initiate, discuss, undertake, authorize, consider, facilitate, encourage or accept, or furnish to any other Person any information with respect to, any proposals or inquiries from any Person (other than Purchaser) relating to (i) any acquisition or purchase, directly or indirectly, of all or any of the issued equity interests of the Company (including any acquisition structured as a merger, consolidation or membership interest exchange), or of Sellers, or all or substantially all of the properties and assets of the Company (other than the sale of inventory in the Ordinary Course of Business) or of Sellers that relates to the Business, or (ii) any business activity (whether or not pursued for pecuniary advantage) that is or may transaction the consummation of which would reasonably be competitive expected to impede, interfere with, prevent or that might place Executive in a Competing Position materially delay the consummation of the transactions contemplated by this Agreement (any such proposal, an “Acquisition Proposal”). Following the date of this Agreement, Sellers shall and shall cause its Affiliates (including the Company) to, that and shall cause its and their respective representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any Acquisition Proposal, and the provisions of diligence materials or Confidential Information (as defined in the Confidentiality Agreement) to any Person contemplating an Acquisition Proposal. Orally and in writing, promptly after receipt by the Sellers or the Company or any of its subsidiaries or affiliates and/or any or its affiliatesthe representatives thereof, subsidiaries, or joint ventures currently existing or which the Sellers shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business notify Purchaser of the Company receipt of an Acquisition Proposal if from any Person other than Purchaser. No later than the second Business Day following the date of this Agreement, the Sellers shall promptly request that all Persons who executed a confidentiality agreement with Sellers or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).Affiliates that is

Exclusivity. During From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Company termination of this Agreement or the Closing (the “Exclusivity Period”), Sellers shall not, and shall cause their respective Affiliates not to, permit any of their respective subsidiaries, Affiliates, officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (A“Representatives”) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (a) solicit, initiate, invite or take any action to knowingly facilitate or encourage the submission (whether orally or in writing) of any Acquisition Proposal, (b) enter into or participate in any business activity discussions or negotiations with, furnish any information relating to the Business or the Business Entities or any of their properties or assets (other than their products in the ordinary course of business) (whether orally or not pursued for pecuniary advantagein writing) that is or may be competitive afford access to the properties, assets, books or records of the Business or the Business Entities to, otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by, any third party that might place Executive in a Competing Position is seeking to make, or has made, an Acquisition Proposal or (c) enter into any agreement, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Further, Sellers will, and will cause their Representatives to, that of the Company notify Buyers promptly after receipt by Sellers or any of its subsidiaries or affiliates and/or any or its affiliatestheir respective Affiliates (including the Business Entities), subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; providedtheir respective Representatives, howeverduring the Exclusivity Period, Executive may accept equity compensation related of any expression of interest, inquiry, proposal or offer relating to an Acquisition Proposal received from any person. Sellers agree that they and each of their Affiliates will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person (other than Buyers) conducted prior to the positions date of this Agreement with respect to any Acquisition Proposal and request each third party that had heretofore executed a confidentiality agreement that relates to an Acquisition Proposal to return or business activities engaged in which have been approved destroy all confidential information heretofore furnished to such third party by the Company pursuant Sellers or on their behalf. Sellers agree to subsections (e)(i) inform their and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) their Affiliates’ Representatives of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or obligations undertaken in the over-the-counter market shall not constitute breach of this Section 1(e)5.18, and to use commercially reasonable efforts to cause such Representatives to comply therewith.

Exclusivity. During (a) From the term date of this Agreement, Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, the Company will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries, proposals, offers or submissions by, or provide any information to any Person relating to, or commence, continue or renew any due diligence investigations relating to, or enter into or consummate any transaction relating to, (i) Executive shall devote Executive’s entire working timeany merger or sale of ownership interests in, attention and energies to the business of or material assets of, the Company and shall not (A) accept or any other employment of its Subsidiaries, or consultancy or (B) serve on the board of directors a recapitalization, share exchange, or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is transaction with a company that is competitive with the Company, interferes with Executive’s duties respect to the Company or places Executive in a Competing Position withany of its Subsidiaries, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion)any financing, Executive will notinvestment, while employed with the Companyacquisition, or during any period during which Executive is receiving compensation purchase, merger, sale or any other consideration for services from similar transaction that would restrict, prohibit or inhibit the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that ability of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment Subsidiaries to consummate the Transactions contemplated by this Agreement (the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or transactions in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(ii) and (ii), collectively “Company Competing Transactions”). In addition, the Company will (and will cause its Affiliates and Representatives to) abovepromptly cease any and all existing discussions, negotiations and due diligence investigations with any Person conducted heretofore with respect to any Company Competing Transaction. Ownership by ExecutiveThe Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, as proposal, offer or submission) notify Allegro if the Company (or, to the Company’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a passive Company Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will inform Allegro of the principal terms of the inquiry, proposal, offer or submission. (b) From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VII, Allegro will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries, proposals, offers or submissions by, or provide any information to any Person relating to, or commence, continue or renew any due diligence investigations relating to, or enter into or consummate any transaction relating to (i) any merger or sale of ownership interests in, or material assets of, Allegro or a Subsidiary, or a recapitalization, share exchange, or similar transaction with respect to Allegro or a Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Allegro from being able to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Allegro Competing Transactions”). In addition, Allegro will (and will cause their Affiliates and Representatives to) promptly cease any and all existing discussions, negotiations and due diligence investigations with any Person conducted heretofore with respect to any Allegro Competing Transaction. Allegro will promptly (and in no event later than 48 hours after becoming aware of less than one percent such inquiry, proposal, offer or submission) notify the Company if Allegro (1%or, to Allegro’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a Allegro Competing Transaction (not including the identity of the outstanding shares of capital stock of any corporation with one Person making such inquiry or more classes of its capital stock listed on a national securities exchange submitting such proposal, offer or publicly traded on a national securities exchange or in submission), after the over-the-counter market shall not constitute breach execution and delivery of this Section 1(e)Agreement, and will inform the Company of the principal terms of the inquiry, proposal, offer or submission.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate or interest known engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by Executive the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this ‎Section 9.03(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to be adverse the date hereof with respect to, or antagonistic which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its business shareholders and/or any of their Affiliates or prospectsRepresentatives), financial concerning, relating to or otherwise which is intended or in is reasonably likely to give rise to or result in, any companyoffer, person inquiry, proposal or entity that isindication of interest, directly written or indirectly, competitive oral relating to any Business Combination (a “Business Combination Proposal”) other than with the business of the Company or any of Company, its Affiliatesshareholders and their respective Affiliates and Representatives; provided, howeverthat, Executive may accept equity compensation related 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 9.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by the Company pursuant is reasonably likely to subsections (e)(i) and (ii) above. Ownership by Executivegive rise to or result in, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During the term (a) No Hatteras Seller shall, nor shall any Hatteras Seller permit any of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment its Affiliates or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageRepresentatives to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition directly or indirectly involving the Business or any material portion of the assets of the Hatteras Group or any capital stock of any Hatteras Group member other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish, or cause to be furnished, to any Person any information concerning the Business in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive way with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage, any financial position, investment effort or interest known attempt by Executive any other Person to be adverse do or antagonistic to the Company, its business or prospects, financial or otherwise or in seek any company, person or entity that is, directly or indirectly, competitive with the business of the Company foregoing. (b) The Hatteras Sellers shall notify Purchaser orally and in writing as soon as is reasonably practicable after receipt by any Hatteras Seller, or any of its Affiliates; providedtheir respective Representatives of any proposal, however, Executive may accept equity compensation related offer or other communication from any Person (other than Purchaser) concerning an Acquisition Transaction or any request for non-public information relating to the positions Business or business activities engaged in which have been approved by for access to the Company pursuant to subsections (e)(i) properties or Books and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) Records of the outstanding shares Hatteras Group by any Person (other than Purchaser). Such notice shall indicate the identity of capital stock the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Hatteras Group, and the material terms of any corporation such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. (c) The Hatteras Sellers shall, and shall cause their Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market any Persons (other than Purchaser) conducted heretofore with respect to any Acquisition Transaction. The Hatteras Group shall not constitute breach release any third party from the confidentiality and standstill provisions of this Section 1(e)any agreement to which the Hatteras Group is a party.

Exclusivity. During (a) From the term Execution Date and ending on the earlier of (i) the Closing and/or (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 (1) any sale of assets of the Company equal to 5% or more of the Company’s assets or to which 5% or more of the Company’s revenues or earnings are attributable, (2) the issuance or acquisition of 5% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 5% or more of the combined voting power of the Company, or (3) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of the Company, other than with BLAC and its Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise 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, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the Execution Date executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him, or her prior to the Execution Date. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, subsidiariesand will provide BLAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or joint ventures currently existing or which shall be established during Executive’s employment proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly its affiliates or indirectly, any financial position, investment or interest known by Executive Representatives shall be deemed to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)7.05(a) by the Company.

Exclusivity. During the term of this Agreement, (i) Executive The Company shall devote Executive’s entire working timenot, attention and energies to the business of the Company shall cause the other Company Entities and shall its and their respective officers, directors, employees, Stockholders and Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (i) solicit, initiate, facilitate, or encourage the submission of any Acquisition Proposal or accept any Acquisition Proposal; (ii) participate in any business activity 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, 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 agreement with respect to, or in connection with, any Acquisition Proposal. Immediately following the execution and delivery of this Agreement, the Company shall, and the Company shall cause the other Company Entities and its and their respective officers, directors, employees, Stockholders and Representatives to, cease and cause to be terminated all existing discussions, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. If any Person, whether or not pursued for pecuniary advantage) that is in his or may be competitive withher capacity as an officer, director, employee, Stockholder or that might place Executive in a Competing Position to, that Representative of the Company or any other Company Entity, takes any action that the Company is obligated pursuant to this Section 5.03 to cause such Person not to take, then the Company shall be deemed for all purposes of its subsidiaries or affiliates and/or this Agreement to have breached this Section 5.03. The Company shall, as promptly as practicable (and in any or its affiliatesevent within 48 hours after the Company obtains knowledge thereof), subsidiariesnotify the Purchaser if any Acquisition Proposals, or joint ventures currently existing any expressions of interest for the acquisition of the Business, are made, including the identity of the Person(s) making the inquiry or which proposal or expression of interest and any other relevant parties and the terms and conditions of such inquiry or proposal or expression of interest. The Company shall be established during Executive’s employment by the Company (collectivelynot release any third party from, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectlywaive any provision of, any financial position, investment confidentiality or interest known by Executive standstill agreement to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as it is a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)party.

Exclusivity. During the term of this Agreement, Interim Period, the Seller shall not, and shall cause its Affiliates (i) Executive shall devote Executive’s entire working time, attention and energies to the business of including the Company and shall its Subsidiaries) and instruct their respective Representatives not to, (Aa) accept solicit, initiate, facilitate or encourage any other employment offer or consultancy proposal for, or indication of interest in, an Alternative Transaction from any Person, (Bb) serve on the board engage in, continue, facilitate, encourage or otherwise participate in discussions or negotiations with any Person in respect of directors an Alternative Transaction, (c) furnish or similar body of cause to be furnished to any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to Person any information concerning the Company or places Executive its Subsidiaries in a Competing Position connection with an Alternative Transaction, (d) enter into any Contract with any Person setting forth the terms and conditions for an Alternative Transaction (including any letter of intent, agreement, agreement in principle or memorandum of understanding) or similar agreement, arrangement or understanding setting forth the terms and conditions of an Alternative Transaction or (e) otherwise cooperate in any way with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage, any financial positioneffort or attempt by any other Person to do or seek any of the foregoing. The Seller and the Company further agree to, investment and to cause their Affiliates to, immediately suspend and terminate, and to use reasonable best efforts to cause their respective Representatives to immediately suspend and terminate, any activities that would be prohibited by the foregoing as of the execution and delivery of this Agreement, including suspending and terminating any and all existing discussions or interest known by Executive negotiations with any Person or group of Persons (other than Purchaser and its Affiliates) regarding an Alternative Transaction and any and all access (whether through an electronic dataroom or otherwise), and shall cease to be adverse provide, to any such Person or antagonistic group any non-public or proprietary information of or relating to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or and any of its Affiliates; providedSubsidiaries regarding an Alternative Transaction. Neither the Seller nor the Company shall, howeverand they shall cause their Affiliates to instruct their Representatives not to, Executive respond to any inquiry made by any Person concerning any such Alternative Transaction (including Persons with whom the Representatives may accept equity compensation related have had discussions prior to the positions or business activities engaged in which have been approved by the Company pursuant date hereof), except to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) advise such Person of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or limitations and restrictions set forth in the over-the-counter market shall not constitute breach this Section 7.18. For purposes of this Section 1(e)7.18, a “Person” shall not include Purchaser or its Affiliates or their respective Representatives.

Exclusivity. During (a) From the term date of this Agreement, (i) Executive Agreement until the Closing Date, Acquiror shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageshall cause each of its Affiliates and Subsidiaries and their respective Representatives not to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding a Business Combination Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Business Combination Proposal; or (iii) enter into any understandings, arrangements, agreements in any business activity principle, agreements or other commitments or instruments (whether or not pursued for pecuniary advantagebinding) that is regarding a Business Combination Proposal. Acquiror shall immediately cease and cause to be terminated, and shall direct its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or may be competitive withnegotiations with any Persons (other than the other party hereto and its Representatives) conducted heretofore with respect to, or that might place Executive in a Competing Position could lead to, any Business Combination Proposal; provided, that the foregoing shall not restrict Acquiror from responding to unsolicited inbound inquiries to the extent required for the board of the Company or any directors of Acquiror to comply with its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”)fiduciary duties. (iiib) During Executive’s employment by From the Companydate of this Agreement until the Closing Date, Executive agrees the Company shall not, shall cause each of its Affiliates and Subsidiaries and their respective Representatives not to acquire, assume or participate into, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding a Company Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any financial positioninformation to, investment any Person concerning a possible Company Acquisition Proposal; or interest known by Executive (iii) enter into any understandings, arrangements, agreements in principle, agreements or other commitments or instruments (whether or not binding) regarding a Company Acquisition Proposal. The Company shall immediately cease and cause to be adverse terminated, and shall direct its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or antagonistic negotiations with any Persons (other than the other party hereto and its Representatives) conducted heretofore with respect to, or that could lead to, any Company Acquisition Proposal. (c) In addition to the other obligations under this Section 8.9, each party hereto shall promptly (and in any event within twenty-four (24) hours after receipt thereof by such party) advise the other party hereto orally and in writing of any Business Combination Proposal (with respect to Acquiror or Merger Sub) or Company Acquisition Proposal (with respect to the Company) received by the applicable party, its business or prospects, financial any inquiry with respect to or otherwise or which could reasonably be expected to result in any companyBusiness Combination Proposal (with respect to Acquiror or Merger Sub) or Company Acquisition Proposal (with respect to the Company), person the material terms and conditions of such any Business Combination Proposal (with respect to Acquiror or entity that isMerger Sub) or Company Acquisition Proposal (with respect to the Company) or inquiry, directly or indirectly, competitive with and the business identity of the Company Person making the same. (d) Each party hereto agrees that the rights and remedies for noncompliance with this Section 8.9 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or any of its Affiliates; provided, however, Executive threatened breach may accept equity compensation related cause irreparable injury to the positions or business activities engaged in which have been approved by other party hereto and that money damages will not provide an adequate remedy. (e) Each of Acquiror and the Company pursuant to subsections (e)(i) acknowledges and (ii) above. Ownership by Executiveagrees that, as for purposes of determining whether a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)8.9 has occurred, the actions of such party’s Affiliates and Representatives shall be deemed to be the actions of such party, and such party shall be responsible for any breach of this Section 8.9 by such Persons.

Exclusivity. During (a) From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly: (i) solicit, in any business activity initiate, knowingly encourage (whether including by means of furnishing or not pursued for pecuniary advantage) that is disclosing information), knowingly facilitate, discuss or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate innegotiate, directly or indirectly, any financial positioninquiry, investment proposal or interest known offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-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 knowingly encourage any effort or attempt by Executive any Person (other than Acquiror) to be adverse do or antagonistic 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 business Subsidiaries and their respective Representatives to refrain from) conducting any further discussions with, providing any information to or prospectsentering 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 Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, financial Acquiror shall not, and shall cause its Representatives not to, directly or otherwise indirectly: (i) solicit, initiate, encourage (including by means of furnishing or in any companydisclosing information), person facilitate, discuss or entity that isnegotiate, directly or indirectly, competitive any inquiry, proposal or offer (written or oral) with respect to an Acquiror Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, 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) enter into any agreement, arrangement or understanding that could reasonably be expected to adversely affect the business ability of Company and/or its Affiliates to consummate the Transaction in a timely manner; or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing or seek to circumvent the Transaction or further an Acquiror Acquisition Proposal. 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), (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information and (C) refrain from (and to cause its Affiliates and their respective Representatives to refrain from) conducting any further discussions with, providing any information to or entering into negotiations with such Persons. The Acquiror shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than Company and its Representatives) that may be ongoing with respect to a transaction or transactions substantially similar to the Transactions and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. 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 its Affiliates; provided, however, Executive may accept equity compensation related to their respective Representatives from taking any actions in the positions ordinary course that are not otherwise in violation of this ‎Section 7.02 (such as answering phone calls) or business activities engaged in which have been approved by the informing any Person inquiring about a possible Company pursuant to subsections (e)(i) and (ii) above. Ownership by ExecutiveAcquisition Proposal or Acquiror Acquisition Proposal, as a passive investmentapplicable, of less than one percent (1%) the existence of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or covenants and agreements contained in the over-the-counter market shall not constitute breach of this Section 1(e)7.02.

Exclusivity. During (a) From the term date of this Agreement, Agreement and ending on the earlier of (i) Executive shall devote Executive’s entire working time, attention the Closing and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except the termination of this Agreement in accordance with Section 11.01, the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will Company shall not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand shall cause its subsidiaries and its and their respective Representatives not to, directly or indirectly, in (A) enter into, knowingly solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive knowingly encourage (including by way of furnishing non-public information) or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale, in a Competing Position tosingle transaction or a series of related transactions, that of any assets of the Company or any of its subsidiaries or affiliates and/or any capital stock or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business other equity securities of the Company or any of its Affiliatessubsidiaries, whether by way of merger, conversion, consolidation, liquidation, dissolution, initial public offering or similar transaction involving the Company or any of its 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) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (D) approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction or (E) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of its subsidiaries; providedprovided that the execution, howeverdelivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(a). The Company shall, Executive may accept equity compensation related and shall cause its subsidiaries and 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 Alternative Transaction. The Company also agrees that it will promptly request each person (other than the Parties and their respective Representatives) that has prior to the positions date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or business activities engaged destroy all Confidential Information furnished to such person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). 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 Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours 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 Transaction that prohibits such Party from considering such inquiry or proposal and notify Concord 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 confidentially agreement that prohibits such disclosure (in which have been approved by case, the Company pursuant will use commercially reasonable efforts to subsections (e)(i) and (ii) aboveseek a waiver of any applicable confidentiality restrictions). Ownership by ExecutiveWithout limiting the foregoing, as a passive investment, of less than one percent (1%) Company agrees that any violation of the outstanding shares of capital stock of restrictions set forth in this Section 9.04(a) by it or any corporation with one or more classes of its capital stock listed on subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e9.04(a) by the Company. (b) From and after the date hereof until the Merger Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 11.01, (i) Concord shall not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer to a person (including any financial investor or group of financial investors) actively engaged, directly or indirectly, in any one or more of the development, production, marketing, distribution and/or exploitation of any products and/or services, in each case other than the Company, the Company Holders and indirect equityholders or any Company Subsidiary (a “Competing Seller”) relating to any merger or business combination between Concord, on the one hand, and a Competing Seller, on the other hand (a “Competing Concord Transaction”) or (B) participate in any negotiations with a Competing Seller relating to a Competing Concord Transaction; (ii) Concord shall, and shall cause its Representatives to, (A) terminate immediately any negotiations with any Competing Seller relating to a Competing Concord Transaction and (B) promptly advise the Company in writing of any proposal regarding a Competing Concord Transaction involving a Competing Seller that it may receive (it being understood that Concord shall not be required to inform the Company of the identity of the person making such proposal or the material terms thereof).

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries Affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate or interest known engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by Executive the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business or transactions permitted by Section 7.01(d) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to be adverse the date hereof with respect to, or antagonistic which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its business shareholders and/or any of their Affiliates or prospectsRepresentatives), financial concerning, relating to or otherwise which is intended or in is reasonably likely to give rise to or result in, any companyoffer, person inquiry, proposal or entity that isindication of interest, directly written or indirectly, competitive oral relating to any Business Combination (a “Business Combination Proposal”) other than with the business of the Company Company, its shareholders and their respective Affiliates and Representatives. SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any of its Affiliates; provided, however, Executive may accept equity compensation related Person conducted prior to the positions date hereof with respect to, or business activities engaged in which have been approved by the Company pursuant is reasonably likely to subsections (e)(i) and (ii) above. Ownership by Executivegive rise to or result in, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Company and Closing Date or termination of this Agreement in accordance with its terms, Seller shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in through any business activity Affiliate, Representative or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person, with respect to any (whether a) direct or not pursued for pecuniary advantage) that is indirect merger, equity purchase or may be competitive with, or that might place Executive in a Competing Position to, that consolidation of the Company Business, (b) acquisition or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate inpurchase, directly or indirectly, any financial positionof all or substantially all of the assets of, investment or interest known by Executive to be adverse a majority of the equity interests in, the Business or antagonistic to the Company(c) similar transaction or business combination (a “Competing Transaction”), its business or prospects, financial or otherwise or nor participate in any companyor continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity that isany information with respect to, directly or indirectlyotherwise cooperate in any way with, competitive or facilitate any effort or attempt by any person or entity to effect a Competing Transaction. Seller shall, and shall instruct all Persons acting on behalf of it to immediately cease any existing activities, discussions and negotiations with the business any Persons with respect to any of the Company foregoing. Promptly, and in any event no later than two (2) Business Day following the date of this Agreement, Seller shall, and shall cause their respective Affiliates and Representatives to, request the prompt return or destruction of all confidential information previously furnished in connection with a potential Competing Transaction to any Person with whom Seller or any of their respective Affiliates or Representatives has had discussions or negotiations with respect to a Competing Transaction in the last twelve (12) months and shall terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives. Nothing in this Section 8.14 shall be deemed to limit the ability of or otherwise prohibit Seller or any of its Affiliates; providedAffiliates from having discussions with respect to, howeveror otherwise taking actions in connection with, Executive may accept equity compensation related to the positions any potential sale or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as disposition of a passive investment, of less than one percent (1%) majority or more of the outstanding shares consolidated assets, revenue or income of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Retained Business.

Exclusivity. During From the term date of this Agreement and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, (i) Executive , the Parties shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall cause their respective subsidiaries and its and their respective Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (i) enter into, knowingly solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive knowingly encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 sale of any material assets of such Party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such Party or any of such Party’s subsidiaries other than with the other Parties and their respective Representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement, including the Transaction Financing, shall not be deemed a violation of this Section 7.06. Each Party shall, and shall cause its subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or affiliates and/or negotiations with any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by person conducted with respect to any Alternative Transaction. Each Party also agrees that it will promptly request each person (other than the Company (collectively, “Affiliates”). (iiiParties and their respective Representatives) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic that has prior to the Companydate of this Agreement executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Evaluation Information or Transaction Information (as such terms are defined in the Confidentiality Agreement) furnished to such person by or on behalf of it prior to the date of this Agreement (to the extent so permitted under, its business or prospects, financial or otherwise or and in any company, person or entity that is, directly or indirectly, competitive accordance with the business of the Company terms of, such confidentiality agreement). If a Party or any of its Affiliates; provided, however, Executive may accept equity compensation related 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 positions Closing, then such Party shall promptly (and in no event later than twenty-four (24) hours after such Party becomes aware of such inquiry or business activities engaged proposal) notify such person in which have been approved by writing that such Party is subject to an exclusivity agreement with respect to the Company pursuant to subsections (e)(i) and (ii) aboveTransaction that prohibits such Party from considering such inquiry or proposal. Ownership by ExecutiveWithout limiting the foregoing, as a passive investment, of less than one percent (1%) the Parties agree that any violation of the outstanding shares of capital stock of restrictions set forth in this Section 7.06 by a Party or any corporation with one or more classes of its capital stock listed on subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)7.06 by such Party.

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working timePre-Closing Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of and the Company (which such approval shall continue until such time as the Company provides notice to Executive thatcause its Affiliates, in its reasonable judgmentofficers, such position is with a company that is competitive with the Companydirectors, interferes with Executive’s duties to the Company or places Executive in a Competing Position withmanagers, or otherwise conflicts withemployees, the interests of the Companyattorneys, at which time the Company accountants, consultants, financial advisors, and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolutionother agents not to); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly: (a) solicit, initiate or knowingly encourage (including by way of furnishing any information relating to the Company), or knowingly induce or knowingly take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 5.5, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowingly induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. The Company agrees to notify Parent immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Parent with a description of the material terms and conditions thereof, including the identity of such Person. The Company shall immediately cease and cause to be terminated any existing discussions with any Person (other than Parent) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, the Company shall use its reasonable best efforts to obtain the return or destruction of, in accordance with the terms of any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withapplicable confidentiality agreement, or that might place Executive in a Competing Position to, that of any confidential information previously furnished to any such Person by the Company or any of its subsidiaries officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or affiliates and/or other agents. The Company shall not release any or its affiliates, subsidiariesPerson from, or joint ventures currently existing waive any provision of, any confidentiality or standstill agreement to which shall be established during Executive’s employment by the Company (collectivelyis a party, “Affiliates”)without the prior written consent of Parent. (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (i) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position any negotiations with, or provide any information to, that of the or otherwise cooperate in any way regarding a Company Acquisition Proposal, (ii) enter into any agreement regarding, continue or otherwise participate in any of its subsidiaries or affiliates and/or any or its affiliates, subsidiariesdiscussions regarding, or joint ventures currently existing furnish to any person any information with respect to, or which shall cooperate in any way that would otherwise reasonably be established during Executive’s employment by the expected to lead to, any Company (collectively, “Affiliates”). Acquisition Proposal or (iii) During Executive’s employment by the Companycommence, Executive agrees not to acquire, assume continue or participate in, directly or indirectly, renew any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in due diligence investigation regarding any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its AffiliatesAcquisition Proposal; provided, howeverthat the execution, Executive may accept equity compensation related to delivery and performance of this Agreement and the positions or business activities engaged in which have been approved by Transaction Documents and the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) consummation of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market transactions contemplated hereby shall not constitute breach be deemed a violation of this Section 1(e)7.6. The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any 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 the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. For purposes hereof, “Company Acquisition Proposal” means any inquiry, proposal or offer concerning a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the sale, lease, exchange or other disposition of all or substantially all of the properties or assets or equity interests of the Company.

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working timePre-Closing Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of and the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in cause its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company Affiliates and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolutionRepresentatives not to); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly: (a) solicit, initiate or knowingly encourage (including by way of furnishing any information relating to the Acquired Companies), or knowingly induce or knowingly take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to knowingly facilitate or knowingly induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. The Company agrees to notify Parent promptly (and in all cases within twenty-four (24) hours) in writing if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Parent with a description of the material terms and conditions thereof, including the identity of such Person. The Company shall immediately cease and cause to be terminated any existing discussions with any Person (other than Parent) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, the Company shall use its commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withapplicable confidentiality agreement, or that might place Executive in a Competing Position to, that of any confidential information previously furnished to any such Person by the Company or any of its subsidiaries or affiliates and/or Representatives. The Company shall not release any or its affiliates, subsidiariesPerson from, or joint ventures currently existing waive any provision of, any confidentiality or standstill agreement to which shall be established during Executive’s employment by the Company (collectivelyis a party, “Affiliates”)without the prior written consent of Parent. (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During (a) From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly: (i) solicit, in any business activity initiate, encourage (whether including by means of furnishing or not pursued for pecuniary advantage) that is disclosing information), knowingly facilitate, discuss or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate innegotiate, directly or indirectly, any financial positioninquiry, investment proposal or interest known offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-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 Executive any Person (other than Acquiror) to be adverse do or antagonistic 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 business Subsidiaries and their respective Representatives to refrain from) conducting any further discussions with, providing any information to or prospectsentering 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 Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, financial Acquiror shall not, and shall cause its Representatives not to, directly or otherwise indirectly: (i) solicit, initiate, encourage (including by means of furnishing or in any companydisclosing information), person knowingly facilitate, discuss or entity that isnegotiate, directly or indirectly, competitive any inquiry, proposal or offer (written or oral) with respect to an Acquiror Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, 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 business 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 (B) 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 its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of their respective Representatives from taking any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or actions in the over-the-counter market shall ordinary course that are not constitute breach otherwise in violation of this Section 1(e)7.02 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or Acquiror Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 7.02.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of nor shall the Company (which such approval shall continue until such time as the Company provides notice permit any of its Affiliates or Representatives to Executive thattake, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, whether directly or indirectly, (i) any action to solicit, initiate or engage in any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive in a Competing Position enter into any agreement with, or encourage, or provide information to, any Person (other than Acquiror or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its subsidiaries Subsidiaries (or affiliates and/or any Affiliate or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business successor of the Company or any of its AffiliatesSubsidiaries). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its stockholders or any of their respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving Acquiror (a “Alternate Business Combination Proposal”) other than with the Company, their stockholders and their respective Affiliates and Representatives; provided, howeverthat the execution, Executive may accept equity compensation related to delivery and performance of this Agreement and the positions or business activities engaged in which have been approved by other Transaction Agreements and the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) consummation of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market Transactions shall not constitute breach be deemed a violation of this Section 1(e8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company shall not, and shall cause its Representatives and Subsidiaries not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, 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 purchase of shares or other Equity Securities of the Company or material portion of the assets of the Company and its Subsidiaries (on a consolidated basis) or any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any business activity 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 (whether 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 pursued for pecuniary advantagebe 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 may be competitive with, or that might place Executive in a Competing Position to, that restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its subsidiaries Representatives or affiliates and/or Subsidiaries receive any offer or its affiliatescommunication in respect of an Alternative Transaction Proposal, subsidiariesand will promptly communicate to SPAC in reasonable detail the terms and substance thereof, or joint ventures currently existing or which shall be established during Executive’s employment by 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 (collectivelyother than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, “Affiliates”)the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (iiib) During Executive’s employment by the CompanyInterim Period, Executive agrees SPAC shall not, and shall cause its Representatives and the Sponsor not to acquire, assume or participate into, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any financial positioninquiries, investment proposals or interest known by Executive offers that constitute or may reasonably be expected to be adverse or antagonistic lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executiveengage or participate in any discussions, as 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 passive investmentconfidentiality agreement, letter of less than one percent (1%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 outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market Transactions shall not constitute breach be deemed a violation of this Section 1(e8.03(b).

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company shall not, and shall cause its Representatives and Subsidiaries not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, 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 purchase of shares or other Equity Securities of the Company or material portion of the assets of the Group Companies (on a consolidated basis) or any merger, business combination or other similar transaction of any Group Company (an “Alternative Transaction Proposal”), (ii) engage or participate in any business activity (whether discussions, negotiations or not pursued for pecuniary advantage) transactions with any third party regarding any Alternative Transaction Proposal or that is or may reasonably be competitive withexpected 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 might place Executive in the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a Competing Position to, that violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its subsidiaries Representatives or affiliates and/or Subsidiaries receive any offer or its affiliatescommunication in respect of an Alternative Transaction Proposal, subsidiariesand will promptly communicate to SPAC in reasonable detail the terms and substance thereof, or joint ventures currently existing or which shall be established during Executive’s employment by 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 (collectively, “Affiliates”)other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. (iiib) During Executive’s employment by the CompanyInterim Period, Executive agrees SPAC shall not, and shall cause its Representatives and the Sponsor not to acquire, assume or participate into, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any financial positioninquiries, investment proposals or interest known by Executive offers that constitute or may reasonably be expected to be adverse or antagonistic lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), its business (ii) engage or prospects, financial or otherwise or participate in any companydiscussions, person negotiations or entity transactions with any third party regarding any SPAC Alternative Transaction Proposal or that ismay reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, directly or indirectly(iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, competitive with 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 business 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 Affiliates; providedRepresentatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, however, Executive may accept equity compensation related and will promptly communicate to the positions Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives and the Sponsor to, cease any and all existing negotiations or business activities engaged in which have been approved by discussions with any person or group of persons (other than the Company pursuant to subsections (e)(iand its Representatives) and (ii) above. Ownership by Executive, as regarding a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)SPAC Alternative Transaction Proposal.

Exclusivity. During the term Interim Period, the Seller shall not, and shall cause the Company Entities and their respective Representatives not to, solicit, initiate, encourage, discuss or negotiate with any other Person a possible sale (directly or indirectly) of this Agreement, (i) Executive shall devote Executivethe Seller Business, in the form of a sale of all or any material portion of the Seller’s entire working time, attention and energies assets related to the business Seller Business, including any sale of the Company and shall not Entities (Aother than the sale of inventory in the ordinary course of business) accept (an “Acquisition Proposal”), provide any information to any other employment or consultancy or Person concerning such business (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of than information which the Company (which such approval shall continue until such time as Entities provides to other Persons in the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests ordinary course of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activitiesbusiness, so long as the Seller has no reason to believe that the information may be utilized to evaluate an Acquisition Proposal) or enter into an agreement, arrangement or understanding, whether written or oral, with any Person (other than the Buyer) relating to an Acquisition Proposal. The Seller and the Company Entities shall, and shall cause each of their Representatives to, immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to any such activitiesAcquisition Proposal and promptly (but in any event within five Business Days) after the date of this Agreement, in if not already done so prior to the aggregatedate of this Agreement, do not conflict instruct any Person who entered into a confidentiality agreement with the interests of the Company Seller that has not expired or materially interfere been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the performance terms of Executive’s duties such confidentiality agreement. From and after the date hereof, the Seller shall promptly inform the Buyer of any contact with any third party relating to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion)foregoing, Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic and promptly communicate to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with Buyer the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock terms of any corporation proposal or inquiry which a Company Entity may receive after the date hereof with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)respect to an Acquisition Proposal.

Exclusivity. During From the term date of this Agreement and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (i) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 (A) any sale of assets of the Company equal to 15% or more of the Company’s assets or to which 15% or more of the Company’s revenues or earnings are attributable, (B) the issuance or acquisition of 15% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 15% or more of the combined voting power of the Company or (C) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 15% or more of the combined voting power of the Company, other than with TortoiseCorp and its Representatives (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise 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 or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.05. The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it prior to the date hereof. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment the parties agree that any violation of the restrictions set forth in this Section 7.05 by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly its affiliates or indirectly, any financial position, investment or interest known by Executive Representatives shall be deemed to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)7.05 by the Company.

Exclusivity. During 7.4.1 From the term date of this Agreement, Agreement and ending on the earlier of (ia) Executive the Closing and (b) the termination of this Agreement pursuant to Article 9, the Parties shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall cause their respective Subsidiaries and its and their respective Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (i) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in a Competing Position 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 an Alternative Transaction, (ii) enter into any agreement regarding, continue or otherwise 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, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to result in an Alternative Transaction, (v) commence, continue or renew any due diligence investigation regarding any Alternative Transaction or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.4. 7.4.2 For purposes of this Agreement, an “Alternative Transaction” shall mean (i) with respect to Seller and the Company, (a) the issuance, sale or transfer to or investment by any Person in any newly issued or currently outstanding Equity Interest in the Company other than in the Ordinary Course, (b) the sale or transfer of the assets of the Company and the Company Subsidiaries to any Person, or (c) any merger or business combination between the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectivelySubsidiaries, “Affiliates”). (iii) During Executive’s employment by on the Companyone hand, Executive agrees not to acquireand any other Person, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to on the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) other hand and (ii) above. Ownership by Executivewith respect to SPAC, as a passive investmentNew Holdco and New SPAC, of less than one percent (1%) any direct or indirect acquisition of the outstanding shares of capital stock business of any corporation person, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, such as the “initial business combination” under SPAC’s initial IPO prospectus with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)any third party.

Exclusivity. During From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Closing Date or termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the Subsidiaries and their respective officers, directors, employees, agents, partners, Affiliates and other representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in solicit, initiate, encourage, assist or respond to the submission of any business activity (whether proposal or not pursued for pecuniary advantage) that is or may be competitive withoffer from any Person relating, or that might place Executive in a Competing Position to, that of with respect to the Company or any Subsidiary, to any (a) liquidation, dissolution or recapitalization, (b) merger or consolidation, (c) acquisition or purchase of its subsidiaries all or affiliates and/or a significant portion of the assets of, or any equity interest in, the Company or any Subsidiary or (d) similar transaction or business combination (a “Competing Transaction”), nor participate in any or its affiliates, subsidiariescontinue any ongoing discussions or negotiations regarding, or joint ventures currently existing furnish to any other Person any information with respect to, or which shall be established during Executive’s employment by the Company (collectivelyotherwise cooperate in any way with, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or assist or participate in, directly facilitate or indirectlyencourage, any financial positioneffort or attempt by any Person to pursue or effect a Competing Transaction or enter into any agreement with respect to a Competing Transaction. The Company shall, investment or interest known by Executive and shall cause all Persons acting on its behalf to, (i) immediately cease any existing activities, discussions and negotiations with any Persons with respect to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; providedforegoing, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executivenot make any other filings with the SEC other than in connection with withdrawing the Registration Statement, as a passive investmentwhich it may elect to do at its option, and (iii) immediately cease all marketing activities in connection with the contemplated initial public offering of less than one percent (1%) equity securities of the outstanding shares Company. As soon as reasonably practicable after the date hereof, the Company shall instruct each Person (other than Parent and Merger Sub and their representatives) in possession of capital stock of confidential information about the Company that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any corporation with one actual or more classes of its capital stock listed on a national securities exchange potential proposal by such Person to acquire the Company (or publicly traded on a national securities exchange any portion thereof, other than pursuant to the offering contemplated by the Registration Statement) to promptly return or in the over-the-counter market shall not constitute breach of this Section 1(e)destroy all such information.

Exclusivity. During Each Seller Party and the term Company agree that between the Agreement Date and the earlier of the Closing and the termination of this Agreement, such Seller Party and the Company shall not, and each shall take all action necessary to ensure that their respective Affiliates and Representatives shall not, directly or indirectly, (a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) Executive shall devote Executive’s entire working time, attention and energies relating to any direct or indirect acquisition or purchase of all or any portion of the business capital stock or other equity or ownership interest of the Company and shall not or assets of the Company, other than inventory to be sold in the Ordinary Course, (Aii) accept to enter into any merger, consolidation or other business combination involving all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company or (iii) to enter into a recapitalization, reorganization or any other employment extraordinary business transaction involving all or consultancy any portion of the capital stock or (B) serve on other equity or ownership interest of the board of directors Company or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer assets of the Company (which such approval the foregoing clauses (i), (ii) and (iii), a “Company Sale Transaction”) (for the avoidance of doubt, a Company Sale Transaction shall continue until such time as exclude a Seller CIC Transaction and the Company provides notice Reorganization); or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to Executive that, in its reasonable judgment, such position is any other Person any information with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position withrespect to, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, cooperate in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withway, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller Party and the Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to a Company Sale Transaction. Seller and/or the Company shall notify Purchaser promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect to a Company Sale Transaction, is made. Any such notice to Purchaser shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. Each Seller Party and the Company shall not release any Person from, or waive any provision of, any financial positionconfidentiality or standstill agreement to which such Seller Party or the Company is a party relating to a Company Sale Transaction, investment without the prior written consent of Purchaser. Notwithstanding the foregoing, nothing in this Section 6.3 or interest known by Executive to be adverse any other provision in this Agreement shall prohibit or antagonistic to the Companylimit a Seller Party from soliciting, its business initiating, considering, encouraging or prospects, financial accepting any other proposals or otherwise offers or participating in any companydiscussions, person conversations, negotiations or entity other communications regarding a Seller CIC Transaction with any third-party (and from consummating any such Seller CIC Transaction) provided that isany such Seller CIC Transaction does not prevent, directly prohibit, challenge or indirectly, competitive with materially hinder or delay the business consummation of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Transaction.

Exclusivity. During the term period from the date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies Agreement to the business earlier of the Company Closing and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as this Agreement is terminated in accordance with its terms, except for the Transactions, the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will shall not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand shall cause its Affiliates and Representatives not to, directly or indirectly, (a) solicit, initiate or knowingly encourage any inquiry, indication of interest, proposal or offer from any Person (other than Parent, its Affiliates and their Representatives), with respect to a Competing Transaction, (b) (i) participate in any business activity discussions or negotiations with any Person (other than Parent, its Affiliates and their Representatives) regarding a Competing Transaction, (ii) furnish to any Person (other than Parent, its Affiliates and their Representatives) any information or documentation with respect to a Competing Transaction or the Company Group and (iii) cooperate with, assist in, participate in, facilitate or encourage a Competing Transaction or (c) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not pursued for pecuniary advantagelegally binding) that is or may be competitive withwith any Person (other than Parent, its Affiliates and their Representatives) regarding a Competing Transaction. Promptly following the execution hereof (and in any event within one (1) Business Day), the Company shall (i) terminate access to any Person (other than Parent, the Company Group and their respective Affiliates and Representatives) to any electronic data room maintained by, or that might place Executive in a Competing Position toon behalf of, that of the Company or any of its subsidiaries or affiliates and/or any Group or its affiliatesRepresentatives with respect to any Competing Transaction, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by Group or the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) Transactions and (ii) above. Ownership by Executive, as a passive investment, of less than one percent exercise any contractual rights available to it (1%) or any other member of the outstanding shares Company Group) to cause each Person (other than Parent, its Affiliates and their Representatives) who received non-public or confidential information of capital stock the Company Group in connection with any possible Competing Transaction to cause such Persons to promptly return such information to the Company or destroy such information. To the extent any member of the Company Group or its Representatives receives any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in written proposal during the over-the-counter market shall not constitute breach period from the date of this Section 1(e)Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, with respect to a Competing Transaction, the Company shall promptly notify Parent in writing of the material terms of such proposal and keep Parent informed with respect to such proposal.

Exclusivity. During From the term date of this Agreement, (i) Executive Agreement until the earlier to occur of CLOSING and termination of this Agreement in accordance with its terms, ▇▇▇▇▇▇ and the SHAREHOLDERS shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall not (A) accept any other employment ensure that none of its AFFILIATES or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engagetheir respective Representatives to, directly or indirectly: (a) solicit, initiate, seek or encourage any inquiry, offer or proposal from; (b) initiate or participate in any business activity discussions or negotiations with; (whether c) furnish any information or not pursued for pecuniary advantagedocumentation to; or, (d) that is accept any offer from or may be competitive enter into any agreement or understanding with, any person (other than PEÑOLES and its Representatives) relating to any (i) sale or that might place Executive in a Competing Position to, that disposition of the Company CONCESSIONS whether by way of sale of assets or shares of ▇▇▇▇▇▇ or other amalgamation, consolidation, recapitalization or other business combination transaction involving ▇▇▇▇▇▇; or, (ii) amalgamation, consolidation, recapitalization, sale of assets, sale of equity interests or other business combination involving any of the SHAREHOLDERS that would reasonably be expected to delay or preclude completion of the transactions contemplated by this Agreement (in either case, an “Alternative Transaction”). ▇▇▇▇▇▇ and the SHAREHOLDERS shall, and shall cause its AFFILIATES and their respective Representatives to: (i) immediately cease and cause to be terminated all existing discussions, negotiations or other activities with any other person conducted prior to the date hereof with respect to any Alternative Transaction; and, (ii) promptly request the return of all confidential information provided to any other person pursuant to a confidentiality agreement or otherwise in connection with any such discussions, negotiations or other activities. ▇▇▇▇▇▇ and the SHAREHOLDERS shall immediately notify PEÑOLES in writing upon receipt by any of them, any of its AFFILIATES or any of its subsidiaries their respective Representatives, of any offer or affiliates and/or any or its affiliatesproposal regarding an Alternative Transaction, subsidiaries, or joint ventures currently existing or which notice shall be established during Executive’s employment by indicate the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business identity of the Company person making such offer or any of its Affiliates; provided, however, Executive may accept equity compensation related to proposal and the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) material terms and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)conditions thereof.

Exclusivity. During In consideration of the term substantial expenditures of time and expense to be undertaken by Buyers in connection with the consummation of the transactions contemplated by this Agreement, for a period ending on the earlier of (a) September 30, 2014, (b) the termination of this Agreement, Agreement or (ic) Executive the Second Closing, Sellers and the Equity Owner shall devote Executive’s entire working time, attention and energies deal exclusively with Buyers with respect to the business sale of the Company Purchased Assets, the Business, or the issuance of the equity interests of, or the sale of all or substantially all of the assets or properties of, Sellers. In addition, during such time period, Sellers shall not, and shall not (A) accept any direct their officers, directors, financial advisors, accountants, attorneys, and other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company Affiliates (collectively, “together with Sellers and the Equity Owner, the "Selling Group") not to (a) solicit submission of proposals or offers from any Person other than Buyers (or their Affiliates”). (iii) During Executive’s employment relating to any acquisition or purchase of all or any part of the equity interests, assets or properties of Sellers, the sale or issuance of any equity interests of Sellers or any entity formed by the Company, Executive agrees not Equity Owner or any Affiliate thereof to acquire, assume or participate in, directly or indirectly, which any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company equity interests or any assets or properties of the Business may be contributed, or any merger or consolidation of any Seller or of any entity formed by the Equity Owner or its AffiliatesAffiliates to which any assets or properties of the Business may be contributed (each an "Acquisition Proposal"); provided, however, Executive may accept equity compensation related in no event shall the foregoing prohibit Sellers or the Equity Owner (or their Affiliates) from selling the assets and businesses of ▇▇▇▇▇▇▇ Lubricant Works, LLC or CAM2 International, LLC, (b) participate in any discussions or negotiations regarding, or furnish any information to any Person other than Buyers (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyers or (c) enter into any agreement or understanding, whether oral or written, that would prevent the positions consummation of the transactions contemplated hereby. The Equity Owner and Sellers agree to (w) notify Buyers immediately if any member of the Selling Group receives any indication of interest, request for information, or business activities engaged offer in which have been approved respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Sellers and the Business are bound by an exclusivity arrangement (without any reference to Buyers or its respective Affiliates), (y) communicate to Buyers in reasonable detail the Company pursuant to subsections (e)(i) terms of any such indication, request, or proposal, and (iiz) provide to Buyers copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above. Ownership by Executive, as a passive investment, of less than one percent (1%) the Equity Owner and Sellers represent that no member of the outstanding shares of capital stock of Selling Group is a party to or bound by any corporation agreement with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of respect to an Acquisition Proposal other than under this Section 1(e)Agreement.

Exclusivity. During From the term date hereof until the earlier of the Effective Time and the termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement pursuant to its terms, attention except for the transactions contemplated by this Agreement and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entityTransaction Documents, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict Equityholder Representative and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will Equityholders shall not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand each shall cause their respective Affiliates and Representatives not to, directly or indirectly, solicit, encourage, initiate, enter into any Contract regarding or entertain the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of any of the equity interests in the Acquired Companies or all or any material portion of the assets of the Acquired Companies (other than the acquisition of inventory in the ordinary course of business), whether in an acquisition structured as a merger, business combination, consolidation, exchange, sale of assets, sale of stock or otherwise, or participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive withnegotiations regarding, or that might place Executive in a Competing Position furnish any information with respect to, that assist, cooperate with or participate in or knowingly facilitate or knowingly encourage in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Company shall, and shall cause its Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Parent and Merger Sub) conducted heretofore with respect to any of the matters addressed in this ‎Section 5.07. In the event that any Acquired Company, the Equityholder Representative, or any of its subsidiaries their respective Affiliates or affiliates and/or Representatives, receives or becomes aware of any communication from any Person (other than Parent, Merger Sub or its affiliatestheir respective Affiliates and Representatives) regarding any of the matters addressed in this ‎Section 5.07, subsidiariessuch Acquired Company or Equityholder Representative (or respective Affiliate or Representative), or joint ventures currently existing or as applicable, shall promptly (and no later than 24 hours after receipt thereof) provide Parent with written notice of the same, which shall be established during Executive’s employment notice (unless prohibited by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by terms of any confidentiality agreement in effect as of the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial date hereof or otherwise or by Applicable Law) shall indicate in any company, person or entity that is, directly or indirectly, competitive with reasonable detail the business identity of the Company offeror and the terms and conditions of such proposal, inquiry or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)contact.

Exclusivity. During the term of this Agreement, (i) Executive The Seller shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall not (A) accept permit any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position withRepresentatives, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the any Company, or during any period during which Executive is receiving compensation Company Subsidiary, or any other consideration for services from the CompanyRepresentative of any Company or any Company Subsidiary, engagein each case, to, directly or indirectly, (a) solicit, initiate, encourage, encourage others to solicit, facilitate, agree to, recommend or accept (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal, or (b) enter into, participate in, maintain or continue any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any business activity (whether way, assist or not pursued for pecuniary advantage) that is or may be competitive withparticipate in, or knowingly facilitate or encourage the submission of, any proposal that might place Executive in a Competing Position constitutes, or could reasonably be expected to lead to, that an Acquisition Proposal. The Seller (x) immediately shall cease (and cause its Representatives, the Companies and its Representatives, and the Subsidiaries of the Company Companies and their Representatives to cease), and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, and (y) immediately revoke or withdraw access of any Person (other than the Buyer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to any of the Companies or their respective Subsidiaries in connection with an Acquisition Proposal and request from each Person (other than the Buyer and its Representatives) the prompt return or destruction of all non-public information with respect to the Companies or their respective Subsidiaries previously provided to such Person in connection with an Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than pursuant to the terms of this Agreement): (i) any direct or indirect acquisition or purchase of any portion of the capital stock or other equity or ownership interest of the Companies or any of its subsidiaries Subsidiaries or affiliates and/or the assets of the Companies and their respective Subsidiaries (other than inventory to be sold in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or its affiliates, subsidiariesother business combination relating to the Companies or any of their respective Subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Companies or any of their respective Subsidiaries. The Seller shall promptly (but in any event, within one Business Day) notify the Buyer in writing after receipt by the CompanySeller or any of the Companies or their respective Subsidiaries (or, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business knowledge of the Seller, by any of its or their respective Representatives), of (i) any Acquisition Proposal (or any material modification thereto), or (ii) any request for non-public information relating to any Company or any Subsidiary of its Affiliates; provided, however, Executive may accept equity compensation related any Company or for access to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) any of the outstanding shares of capital stock properties, books or records of any corporation Company or any Subsidiary of any Company by any Person or Persons other than the Buyer and its Representatives reasonably expected to be in connection with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)potential Acquisition Proposal.

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working timePre-Closing Period, attention and energies to the business of Seller, the Company and each Member shall not, and shall not (A) accept permit any other employment of his, her or consultancy its respective Affiliates or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageRepresentatives to, directly or indirectly, in (a) (i) initiate or continue any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive contact with, (ii) make, solicit, encourage or that might place Executive in a Competing Position torespond to any inquiries or proposals by, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume enter into or participate inin any discussions or negotiations with, (iv) disclose, directly or indirectly, any financial position, investment information concerning the Business or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business properties of the Company or the Transactions to, or (v) afford any access to the Company’s properties, books or records to, any Person, in the case of each of clauses (i) through (v) above, in connection with any possible proposal regarding the direct or indirect sale of any portion of the Equity Securities or assets of the Company or Seller (other than the sale of inventory in the Ordinary Course of Business), a merger or consolidation involving the Company or Seller, or any similar transaction, in each case except as contemplated by this Agreement (an “Alternative Transaction”), or (b) enter into or participate in any discussions or negotiations regarding, or accept any proposal or enter into any agreement for, an Alternative Transaction. During the Pre-Closing Period, Seller, the Company and each Member shall, and shall cause its Affiliates and Representatives to, immediately cease all discussions and actions which violate or conflict with this Section 5.05. During the Pre-Closing Period, Seller, the Company and each Member shall, promptly following receipt, give Buyer notice of any inquiry, communication or proposal regarding an Alternative Transaction (and the terms thereof) received by Seller, the Company, any Member or any of his, her or its Affiliates; provided, however, Executive may accept equity compensation related to the positions respective Affiliates or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) Representatives. Seller and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of each Member shall be responsible for any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).5.05 by his, her or its Affiliates or Representatives. Seller, the Company and each Member represents that neither he, she or it nor any of his, her or its Affiliates or Representatives is a party to or bound by any Contract with respect to an Alternative Transaction

Exclusivity. During the term of this Agreement, (i) Executive Each Seller agrees that it shall devote Executive’s entire working timenot, attention and energies to the business of the Company and it shall cause its Affiliates not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entityto, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval it shall continue until such time as the Company provides notice to Executive that, in use its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable best efforts to reach agreement on cause its resolution); provided that Executive may engage in civic and not-for-profit activitiesits Affiliates’ officers, so long as such activitiesdirectors and employees not to, in the aggregateand it shall direct its and its Affiliates’ investment bankers, do attorneys, accountants, agents, advisors, representatives and other Affiliates not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal, (b) participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive withnegotiations regarding, or that might place Executive in a Competing Position furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions) or (c) enter into any agreement with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, each Seller shall, shall cause its Affiliates to, and use its reasonable best efforts to cause its and its Affiliates’ officers, directors and employees, and shall direct its investment bankers, attorneys, accountants, agents, advisors, representatives and other Affiliates to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person (other than the Buyer), conducted prior to the date hereof with respect to any Acquisition Proposal. For purposes of this Section 7.11, “Acquisition Proposal” means any offer or proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Business, any Sold Company or any of the Sold Subsidiaries, any purchase of at least twenty percent (20%) of (i) the assets of the Business, Sold Companies and the Sold Subsidiaries, taken as a whole, or (ii) any units, capital stock or other equity interests of any Sold Company or any of the Sold Subsidiaries, other than, in each case, (x) the transactions contemplated by this Agreement and (y) any offer, transaction or proposal with respect to the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by businesses (other than the Company (collectively, “Affiliates”). (iiiBusiness) During Executive’s employment by that would not preclude the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business consummation of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Contemplated Transactions.

Exclusivity. During (a) Other than in connection with the term of this Agreement, Transactions, the Company and the Contributors will not (and will not permit their respective directors, officers, employees, shareholders or other investors, affiliates, financial advisors, attorneys, accountants, or other representatives (collectively, “Representatives”) to) directly or indirectly, (i) Executive shall devote Executive’s entire working timeaccept, attention or enter into any agreement with respect to, any existing proposal or offer outstanding as of the date of this Agreement or received after the date of this Agreement from any other party to consummate a Competing Transaction or (ii) solicit, initiate, facilitate or encourage, engage in discussions or negotiations with, or furnish information to, any Person other than the Acquiror with respect to a Competing Transaction. (b) The Company and energies the Contributors will cause any pending discussions or negotiations with any other Person regarding a Competing Transaction to the business of be immediately terminated and the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive Contributors will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand will cause their respective Representatives not to, directly or indirectly, in deal with any business activity (whether person or entity other than the Acquiror with respect to discussing or negotiating any Competing Transaction. The Company and the Contributors will not pursued for pecuniary advantage) that is or may be competitive withrelease any third party from, or that might place Executive in a Competing Position towaive any provision of, that of any confidentiality, standstill, or similar agreement to which the Company or any of its subsidiaries Contributor is a party or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”)bound. (iiic) During Executive’s employment by The Company and the CompanyContributors will notify in writing the Acquiror immediately if any inquiry or proposal regarding a Competing Transaction is made, Executive agrees not including in such notice the identity of the Person making the inquiry or proposal, the terms of the inquiry or proposal, and, if in written form, complete and accurate copies thereof, subject in each case to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to confidentiality obligations currently outstanding; provided that in the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of event the Company or any of its Affiliates; providedthe Contributors withhold information in reliance on such confidentiality obligations, however, Executive may accept equity compensation related to such Party will inform the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Acquiror that information is being withheld.

Exclusivity. During From the term date of this Agreement and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, (i) Executive , the parties shall devote Executive’s entire working timenot, attention and energies to the business of the Company and shall cause their respective Subsidiaries and its and their respective Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (i) enter into, knowingly solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive knowingly encourage or respond to any inquiries or proposals by, or participate in a Competing Position any negotiations with, or provide any information to, that or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Company Exchange Act, concerning (A) any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries or (B) with respect to Pace, any transaction or series of related transactions under which Pace or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, (1) acquires or otherwise purchases any financial positionother person, investment (2) engages in a business combination with any other person or interest known (3) acquires or otherwise purchases all or a material portion of the assets or businesses of any other person (in the case of each of (1), (2) and (3), whether by Executive merger, consolidation, recapitalization, purchase or issuance of equity or debt securities, tender offer or otherwise) (each of A and B, an “Alternative Transaction”), other than with the other parties to this Agreement and their respective Representatives, (ii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be adverse expected to lead to, any Alternative Transaction or antagonistic (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 9.04. Each party shall, and shall cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each party also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the Companydate hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it prior to the date hereof (to the extent so permitted under, its business or prospects, financial or otherwise or and in any company, person or entity that is, directly or indirectly, competitive accordance with the business of the Company terms of, such confidentiality agreement). If a party or any of its Affiliates; provided, however, Executive may accept equity compensation related 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 positions Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or business activities engaged proposal) notify such person in which have been approved by writing that such party is subject to an exclusivity agreement with respect to the Company pursuant to subsections (e)(i) and (ii) aboveTransaction that prohibits such party from considering such inquiry or proposal. Ownership by ExecutiveWithout limiting the foregoing, as a passive investment, of less than one percent (1%) the parties agree that any violation of the outstanding shares of capital stock of restrictions set forth in this Section 9.04 by a party or any corporation with one or more classes of its capital stock listed on Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)9.04 by such party.

Exclusivity. During Until the term of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business earlier of the Company Closing and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive thatthis Agreement is validly terminated in accordance with Article VI, in PKI and its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company Affiliates and Executive will discuss such conflict their respective directors and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will officers shall not, while employed with the Companyand PKI shall not authorize, permit or during any period during which Executive is receiving compensation or any cause its and its Affiliates’ other consideration for services from the Company, engageRepresentatives to, directly or indirectly, in solicit, initiate, knowingly encourage, knowingly facilitate or enter into any business activity negotiation, discussion or contract, with any other party (whether or not pursued for pecuniary advantageother than Buyer and its Affiliates and its and their respective Representatives) that is or may be competitive withwith respect to, or that might place Executive in a Competing Position tofurnish any confidential or non-public information relating to the Business, that the Acquired Assets, the Assumed Liabilities or the Acquired Companies, or afford access to the business, properties, assets, liabilities, books or records of the Company Business or the Acquired Companies, to such other party, in each case in connection with the sale of all or more than 15% of the Acquired Assets (based on fair market value), or any merger, recapitalization or similar transaction with respect to Acquired Companies representing more than 15% of its subsidiaries or affiliates and/or the Acquired Companies (based on fair market value) (any or its affiliatesof the foregoing, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, an “AffiliatesAcquisition”). (iii) During Executive’s employment by . Immediately following the Companyexecution of this Agreement, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive PKI shall cease and cause to be adverse terminated all existing discussions and negotiations with any persons conducted heretofore with respect to an Acquisition, and within five (5) Business Days after the date hereof, instruct any Person who has entered into a confidentiality agreement in connection with a potential Acquisition that has not expired or antagonistic been terminated in accordance with its terms to the Company, its business return or prospects, financial destroy all information or otherwise or documents received thereunder in any company, person or entity that is, directly or indirectly, competitive accordance with the business terms of such confidentiality agreement. Until the earlier of the Company Closing and such time as this Agreement is validly terminated in accordance with Article VI, PKI shall promptly notify Buyer in writing if any person makes any written proposal or offer with respect to any of its Affiliates; provided, however, Executive may accept equity compensation related to Acquisition and shall provide Buyer with the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)material terms thereof.

Exclusivity. During the term period from the date hereof until the earlier of the Closing and the termination of this Agreement, Agreement in accordance with its terms, neither Carlyle nor the Company shall, and shall cause their respective Representatives not to, solicit, engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (iother than Investor and/or its Affiliates, as permitted pursuant to clause (i)(A) Executive shall devote Executiveof the last sentence of Section 5.3 or otherwise in connection with the transactions contemplated hereby, including the SPAC Transaction and the Alternative Transaction) concerning any sale of any of the Company’s entire working timeShares or, attention and energies to the business except as permitted by Section 5.1 (including Section 5.1 of the Company and shall not (ADisclosure Letter) accept other equity securities or any other employment or consultancy or (B) serve on the board of directors or similar body equity securities of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests Subsidiary of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests any merger of the Company or materially interfere with the performance direct or indirect sale of Executive’s duties to the Company. (ii) Except with the prior written approval a majority of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with consolidated assets of the Company, the Remaining Business or during any period during which Executive is receiving compensation the Enterprise Business or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of similar transaction involving the Company or any of its subsidiaries or affiliates and/or any or its affiliatesSubsidiaries, subsidiariesother than assets sold in the [*] = Certain confidential information contained in this document, or joint ventures currently existing or which shall be established during Executive’s employment marked by the Company brackets, has been omitted because it is both (collectively, “Affiliates”). (iiii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) material and (ii) aboveis the type that the registrant treats as private or confidential. Ownership Ordinary Course of Business or to the extent permitted by ExecutiveSection 5.1 (including Section 5.1 of the Company Disclosure Letter) (each such acquisition transaction, an “Acquisition Transaction”). The Company and Carlyle shall, and shall cause their respective Representatives to, (a) immediately cease and cause to be terminated any and all discussions and negotiations with any such Person other than (i) Investor and its Representatives, (ii) as a passive investment, of less than one percent permitted pursuant to clause (1%i)(A) of the outstanding shares last sentence of capital stock Section 5.3 or (iii) otherwise in connection with the transactions contemplated hereby (including the SPAC Transaction and the Alternative Transaction), regarding any Acquisition Transaction, (b) promptly request any such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries, and (c) promptly terminate all access previously granted to such Persons to any physical or electronic data room. Carlyle and the Company will promptly inform Investor of the details of any corporation with one proposals or more classes of its capital stock listed on offer to engage in any negotiations or discussions, in each case, made after the date hereof from a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)third party concerning an Acquisition Transaction.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company shall not, and shall cause its Representatives and Subsidiaries not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, 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 purchase of shares or other Equity Securities of the Company or material portion of the assets of the Company and its Subsidiaries (on a consolidated basis) or any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal”), (ii) engage or participate in any business activity 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 (whether 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 pursued for pecuniary advantagebe 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 may be competitive with, or that might place Executive in a Competing Position to, that restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its subsidiaries Representatives or affiliates and/or Subsidiaries receive any offer or its affiliatescommunication in respect of an Alternative Transaction Proposal, subsidiariesand will promptly communicate to SPAC in reasonable detail the terms and substance thereof, or joint ventures currently existing or which shall be established during Executive’s employment by 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 (collectivelyother than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, “Affiliates”)the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (iiib) During Executive’s employment by the CompanyInterim Period, Executive agrees SPAC shall not, and shall cause its Representatives and the Sponsor not to acquire, assume or participate into, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any financial positioninquiries, investment proposals or interest known by Executive offers that constitute or may reasonably be expected to be adverse or antagonistic lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), its business (ii) engage or prospects, financial or otherwise or participate in any companydiscussions, person negotiations or entity transactions with any third party regarding any SPAC Alternative Transaction Proposal or that ismay reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, directly or indirectly(iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, competitive with 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 business 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 Affiliates; providedRepresentatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, however, Executive may accept equity compensation related and will promptly communicate to the positions Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives and the Sponsor to, cease any and all existing negotiations or business activities engaged in which have been approved by discussions with any person or group of persons (other than the Company pursuant to subsections (e)(iand its Representatives) and (ii) above. Ownership by Executive, as regarding a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)SPAC Alternative Transaction Proposal.

Exclusivity. During From the term Agreement Date until the earlier to occur of the Closing and the termination of this Agreement, (i) Executive shall devote Executive’s entire working timeAgreement pursuant to and in accordance with Section 8.1, attention each Principal and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company Seller agrees that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive it will not, while employed with the Companyand will cause its Affiliates and its and their respective directors, officers, managers, members, employees, agents, financing sources, advisors or during any period during which Executive is receiving compensation or any other consideration for services from the Companyrepresentatives (collectively, engage“Representatives”) not to, directly or indirectly: (a) solicit, initiate or encourage any inquiry, proposal, offer, transaction or agreement from or with any Person (other than Purchaser and its Affiliates) relating to: (i) the sale or transfer of all or any portion of the Business or the Purchased Assets (other than the sale of Inventory in the ordinary course of business) or any equity interests or other securities of any Seller; (ii) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing, refinancing, or similar transaction involving the Business or any Seller; or (iii) any other business combination involving the Business or the Purchased Assets or any Seller (each, an “Acquisition Transaction”); (b) participate in any business activity (whether discussion or not pursued for pecuniary advantage) that is or may be competitive withnegotiation regarding, or that might place Executive in a Competing Position furnish any information with respect to, that of the Company or assist or facilitate in any manner, any Acquisition Transaction; or (c) enter into any agreement regarding, authorize, approve, adopt, consummate or effect any Acquisition Transaction. Each Principal and Seller shall immediately cease, and cause to be terminated, any and all contacts, discussions and negotiations between them or any of its subsidiaries their Affiliates or affiliates and/or Representatives, on the one hand, and any or its affiliatesthird parties, subsidiarieson the other hand, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, regarding any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company foregoing, and each Principal and Seller agrees to notify Purchaser promptly if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Transaction to any of them or any of its Affiliates; provided, however, Executive may accept equity compensation related their Affiliates or Representatives from the Agreement Date until the earlier to occur of the positions or business activities engaged in which have been approved by Closing and the Company termination of this Agreement pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation in accordance with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)8.1.

Exclusivity. (a) During the term Pre-Closing Period, the Company shall not, and shall cause its Affiliates and its and their respective its directors, officers and other employees not to, and shall direct its other agents and representatives not to, directly or indirectly solicit, initiate, entertain, intentionally encourage or accept any proposals or offers from any third party (including any third parties with whom the Company or its representatives may have had prior discussions) related to any merger, share sale (in whole or in part), consolidation or dissolution of the Company, or the sale (in whole or in part) of the business or any assets related thereto (including by way of license or other arrangement, other than sales of assets and licenses entered into in the Ordinary Course of Business, the exercise of any outstanding options or the conversion or settlement of any outstanding securities and customary repurchases of outstanding securities held by terminating employees) (each, an “Alternative Transaction”), or participate in any discussions regarding, or that may reasonably be expected to lead to, or furnish to any person any information with respect to, any such Alternative Transaction. If any representative of the Company takes any action that the Company is obligated pursuant to this Section 5.2 to cause such representative of the Company not to take, then the Company shall be deemed for all purposes of this Agreement,Agreement to have breached this Section 5.2. (b) The Company agrees that it (i) Executive shall devote Executive’s entire working timewill immediately cease and cause to be terminated any existing activities, attention discussions or negotiations with any parties conducted heretofore with respect to any Alternative Transaction and energies to (ii) as soon as practicable following the business date hereof request in writing that all prospective purchasers of the Company and shall not (A) accept any other employment to whom nonpublic information concerning the Company has been distributed on or consultancy or (B) serve on prior to the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by date hereof in connection with the Chief Executive Officer current process relating to the sale of the Company (which other than Parent, Merger Sub and their respective Representatives acting on their respective behalf) return such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties information to the Company (or places Executive destroy such information) in a Competing Position with, or otherwise conflicts with, accordance with the interests terms of the Company, at which time confidentiality agreements between the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Companyprospective purchasers. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. During From the term date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement until the business earlier of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict Closing and the parties will use reasonable efforts termination of this Agreement pursuant to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activitiesARTICLE 12, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive each Seller will not, while employed with will cause the CompanyGroup Companies and its and their respective Affiliates not to, and will cause their and their respective Affiliates’ Representatives not to, (a) solicit, initiate, seek, knowingly encourage or knowingly facilitate the making or submission of any inquiry, expression of interest, communication, proposal or offer that constitutes, or during would reasonably be expected to lead to, an Acquisition Proposal; (b) enter into, participate in, maintain or continue any period during which Executive is receiving compensation communications or negotiations regarding, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (c) agree to, accept, approve, endorse or recommend any Acquisition Proposal; or (d) enter into any letter of intent, memorandum of understanding or similar document or any other consideration for services from Contract or agreement contemplating or otherwise relating to any Acquisition Proposal. Each Seller will, will cause the CompanyGroup Companies to, engagewill cause its and their respective Affiliates to, directly and will cause their and their respective Affiliates’ Representatives to, immediately cease any and all existing activities, communications, discussions or indirectlynegotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal, request the prompt return or destruction of all confidential information previously furnished to any such Person or its Representatives and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Each Seller will, and will cause the Group Companies to, promptly notify Buyer in writing of any business activity (whether written inquiry, proposal or not pursued for pecuniary advantage) offer relating to any Acquisition Proposal that is or may be competitive with, or that might place Executive in a Competing Position to, that received by any of the Company them or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by their respective Representatives after the Company date hereof (collectively, “Affiliates”including the material terms thereof and the identity of all Persons involved therein). (iii) During Executive’s employment by . Sellers agree that the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive rights and remedies for noncompliance with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)6.6 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. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timeInterim Period, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entitytake, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval nor shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or it permit any of its subsidiaries controlled affiliates or affiliates and/or any or its affiliatesRepresentatives to take, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to be adverse or antagonistic commence due diligence with respect to, any person (other than Novus, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any merger, sale of ownership interests and/or assets (other than asset sales in the ordinary course of business) of the Company, recapitalization or similar transaction, in each case other than (i) the Transactions, (ii) any purchase of shares of Novus Common Stock in any Private Placement, or (iii) any issue of shares of Company Preferred Stock, Company Common Stock or any Company Interim Period Convertible Notes or other indebtedness convertible into or securities exercisable for any such Company Preferred Stock, Company Common Stock permitted without the consent of Novus in accordance with Section 6.01(b), including in any Company Permitted Interim Financing (a “Company Business Combination Proposal”) other than with Novus, its stockholders and their respective affiliates and Representatives or the PIPE Investors with respect to the Private Placement; provided that the foregoing shall not apply to, or restrict the Company from soliciting, structuring, entering into or consummating a Company Permitted Interim Financing. In addition, the Company shall, and shall cause its controlled affiliates to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Company Business Combination Proposal. (b) During the Interim Period, Novus shall not, nor shall Novus permit any of its controlled affiliates or Representatives to, solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning any merger, purchase of ownership interests or assets of Novus, recapitalization or similar business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company combination transaction or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections other “Business Combination” (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or defined in the over-the-counter market Novus Organizational Documents), in each case, other than the Transactions (a “Novus Business Combination Proposal”). In addition, Novus shall, and shall not constitute breach of this Section 1(e)cause its controlled affiliates to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Novus Business Combination Proposal.

Exclusivity. During The Company and the term Selling Entities agree that, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement,, the Company and the Selling Entities shall not, and shall take all action reasonably necessary to ensure that none of the Company, any of its Subsidiaries, or any of their respective Affiliates or Representatives, acting at their direction or on their behalf, shall, directly or indirectly: (a) solicit, initiate, consider, encourage, or accept any other proposals or offers from any Person (a “Third Party Proposal”) (i) Executive shall devote Executive’s entire working time, attention and energies relating to any direct or indirect acquisition or purchase of all or any portion of the business capital stock or other equity or ownership interest of the Company and shall not (A) accept or any other employment or consultancy or (B) serve on the board Subsidiaries of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties (ii) to enter into any merger, consolidation, or other business combination relating to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests any Subsidiaries of the Company, at which time or (iii) to enter into a recapitalization, reorganization, or any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiaries of the Company; or (b) participate in any discussions, conversations, negotiations, or other communications regarding, or furnish to any other Person, any confidential information with respect to, or otherwise knowingly cooperate in any way, assist or participate in, facilitate, or encourage any submission of any such Third Party Proposal. (c) The Selling Entities immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to a Third Party Proposal. (d) As promptly as practicable following execution of this Agreement (and in any event within ten (10) Business Days), the Company and Executive will discuss such conflict and the parties will use reasonable efforts Selling Entities, as applicable, shall (i) request in writing (to reach the extent it has not previously requested) that each third party that has previously executed since March 31, 2019 a confidentiality or similar agreement on in connection with its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests consideration of a proposal or offer promptly return to the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion)Selling Entities, Executive will not, while employed with the Companyas applicable, or during destroy any period during which Executive is receiving compensation confidential information previously furnished or made available to such third party or any other consideration for services from the Company, engage, directly of its Representatives by or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that on behalf of the Company or any of its subsidiaries or affiliates and/or any or its affiliatesthe Selling Entities, subsidiariesas applicable, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or their respective Representatives in any company, person or entity that is, directly or indirectly, competitive accordance with the business terms of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged confidentiality agreement in which have been approved by the Company pursuant to subsections (e)(i) place with such third party and (ii) above. Ownership terminate access to each such third party to the virtual “data room” established by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in Company and the over-the-counter market shall not constitute breach of this Section 1(e)Selling Entities.

Exclusivity. During Between the term date of this Agreement, Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement pursuant to Section 8.1, none of the Warrantors, the Seller and their respective Affiliates, officers, directors, representatives or agents shall, and the Warrantors and the Seller shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents to not, (i) Executive shall devote Executive’s entire working timesolicit, attention and energies to the business of the Company and shall not initiate, consider, encourage or accept any other proposals or offers from any Person (A) accept relating to any acquisition or purchase of all or any portion of the equity interests in the Company or any other employment Group Company or consultancy all or any portion of the assets of any Group Company, or (B) serve on the board of directors to enter into any merger, consolidation, business combination, recapitalization, reorganization or similar body of other extraordinary business transaction involving or otherwise relating to any Group Company, or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is Person any information with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position withrespect to, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, cooperate in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withway, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage any effort or attempt by any other Person to seek to do any of the foregoing. The Warrantors and the Seller immediately shall, and the Warrantors and the Seller immediately shall cause the other Group Companies to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Warrantors and the Seller shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Warrantors and the Seller agree not to, and the Warrantors and the Seller shall cause the other Group Companies not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any financial positionconfidentiality or standstill agreement to which any Warrantor, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company Seller or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Group Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as is a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)party.

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 (1) any sale of assets of the Company equal to 5% or more of the Company’s assets or to which 5% or more of the Company’s revenues or earnings are attributable, (2) the issuance or acquisition of 5% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 5% or more of the combined voting power of the Company or (3) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of the Company, other than with GigCapital2 and its Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise 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 or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, subsidiariesand will provide GigCapital2 with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or joint ventures currently existing or which shall be established during Executive’s employment proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company (collectively, “Affiliates”)or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. (iiib) During Executive’s employment by From and after the Companydate hereof until the Effective Time or, Executive agrees if earlier, the termination of this Agreement, GigCapital2 shall not take, nor shall it permit any of its affiliates or Representatives to acquiretake, assume or participate in, whether directly or indirectly, any financial positionaction to solicit, investment initiate, continue or interest known by Executive engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to be adverse or antagonistic to commence due diligence with respect to, any person (other than (i) the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or stockholders and/or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions affiliates or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and Representatives and/or (ii) above. Ownership by ExecutiveCloudbreak, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of its stockholders and/or any corporation with one or more classes of its capital stock listed on affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a national securities exchange “Business Combination Proposal”) other than (A) the Company, its stockholders and/or any of its affiliates or publicly traded on Representatives and/or (B) Cloudbreak, its stockholders and/or any of its affiliates or Representatives. GigCapital2 shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Business Combination Proposal.

Exclusivity. During From and after the term date hereof until the earlier of (a) the Closing Date, and (b) the termination of this Agreement, Agreement pursuant to Article IX (the “Exclusivity Period”), the Company and any Affiliate, officer, director, agent, or representative of the Company shall not, directly or indirectly: (i) Executive shall devote Executive’s entire working time, attention enter into any written or oral agreement or understanding with any Person (other than the Purchasers and energies other Persons acceptable to the Purchasers Representative) regarding Another Transaction (as defined below); (ii) initiate or continue any negotiations or discussions with any person or entity (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding the possibility of Another Transaction; (iii) submit, solicit, initiate, encourage, participate in, or facilitate any proposal or offer regarding Another Transaction; or (iv) except as otherwise required by law, provide any non-public financial or other confidential or proprietary information regarding the transactions contemplated hereby to any Person (other than to the Purchasers and other Persons acceptable to the Purchasers Representative) whom the Company knows, or has reason to believe, would have any interest in participating in Another Transaction. As used herein, “Another Transaction” means any issuance, sale, exchange, merger, combination, consolidation, recapitalization, or similar transaction involving any of the capital stock, equity interests, long-term debt arrangements, assets or business of the Company and (other than sales of inventory in the ordinary course of business). Another Transaction shall not (A) accept any other employment or consultancy or (B) serve on be deemed to include the board sale of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with either the Company, interferes with Executive’s duties Portland operations or the Company’s Florida operations (a “Division Sale”) even if one Person or group of related Persons does not purchase both operations. The Company shall notify the Purchasers Representative in writing immediately if after the date hereof any Person (other than the Purchasers and other Persons acceptable to the Company Purchasers Representative) makes any proposal, offer, inquiry or places Executive makes or has any contact in respect to Another Transaction or a Competing Position with, or otherwise conflicts with, Division Sale. The parties hereto acknowledge that the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may Purchasers would be competitive with, or that might place Executive in irreparably injured by a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)5.5 and agree that the Purchasers Representative on behalf of all or some of the Purchasers shall be entitled, in addition to any other rights or remedies the Purchasers may have under law or by agreement, to equitable relief, including injunctive relief, in the event of a breach of this Section 5.5.

Exclusivity. During the term of this Agreement, (ia) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageNeither Seller nor Ball shall, directly or indirectly, through any officer, director, employee, agent or otherwise (including through any investment banker, attorney or accountant retained by any of the foregoing), solicit, initiate or encourage the submission of any proposal or offer from any person or entity (including any of such person's or entity's officers, directors, employees, agents or other representatives) relating to any acquisition of any Purchased Assets, or participate in any business activity (whether discussions or not pursued for pecuniary advantage) that is negotiations regarding, or may be competitive furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or that might place Executive in a Competing Position toassist or partici ▇▇▇▇ in, that pursue, facilitate or encourage any effort or attempt by any other person or entity to do or seek to do any of the Company foregoing. Each of Seller and Ball shall immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding any of the foregoing. Seller and Ball shall promptly notify Purchaser if any proposal with respect to the foregoing, or any of its subsidiaries inquiry or affiliates and/or contact with any person or its affiliatesentity with respect thereto, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”)is made. (iiib) During Executive’s employment In the event that Seller of Ball breaches the provisions of this Section 8.3 and the transactions contemplated hereby are not consummated, Seller or Ball shall promptly reimburse Purchaser and its affiliates for all out-of- pocket fees and expenses incurred before or after the date of this Agreement by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, Purchaser and its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation affiliates related to the positions or business activities engaged transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained by Purchaser. The foregoing provisions are in which addition to, and not in derogation of, any other remedy (including any statutory remedy) that Purchaser may have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as for a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)8.3.

Exclusivity. During (a) From the term date of this Agreement and ending on the earlier of (i) the Closing and/or (ii) the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company shall not, and shall cause its Representatives not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageto, directly or indirectly, in (A) enter into, solicit, initiate or continue any business activity (whether discussions or not pursued for pecuniary advantage) that is or may be competitive negotiations with, or that might place Executive encourage or respond to any inquiries or proposals by, or participate in a Competing Position 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 (1) any sale of assets of the Company equal to 5% or more of the Company’s assets or to which 5% or more of the Company’s revenues or earnings are attributable, (2) the issuance or acquisition of 5% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 5% or more of the combined voting power of the Company, or (3) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of the Company, other than with BLAC and its Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise 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, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him, or her prior to the date hereof. If the Company or any of its subsidiaries Representatives receives any inquiry or affiliates and/or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than twenty-four (24) hours after the Company become aware of such inquiry or its affiliatesproposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, subsidiariesand will provide BLAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or joint ventures currently existing or which shall be established during Executive’s employment proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly its affiliates or indirectly, any financial position, investment or interest known by Executive Representatives shall be deemed to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)7.05(a) by the Company.

Exclusivity. (a) During the term of this Agreement, (i) Executive shall devote Executive’s entire working timePre-Closing Period, attention and energies except for the Contemplated Transactions or as expressly consented to the business of by Parent in writing, the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval Shareholders shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand each shall cause their respective Affiliates and Representatives not to, directly or indirectly, solicit, encourage or initiate, enter into any Contract, or knowingly encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of any Company Shares or other equity securities of the Company or any material portion of the assets of the Company or its Subsidiaries, whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of shares or other equity interests, or otherwise (any such proposal, offer or transaction, a “Company Acquisition”), or participate in any business activity discussions or negotiations regarding, furnishing any information with respect to, assisting or participating in, or knowingly facilitating in any other manner any effort or attempt by any Person to do or seek any of the foregoing; provided that no transaction that is permitted under Section 4.2 (whether or not pursued for pecuniary advantageConduct of the Business of the Company) shall be considered a “Company Acquisition”. The Company shall, and shall cause its Affiliates and Representatives to, immediately (i) cease and cause to be terminated any discussions, negotiations and communications with any Person (other than Parent and Merger Subs) that is relate to any Company Acquisition and promptly request the destruction or may be competitive with, or that might place Executive in a Competing Position to, that return of any nonpublic information of the Company or any of its subsidiaries or affiliates and/or Subsidiaries provided to such Person; (ii) request each Person that has received confidential information from any of the Company or its affiliates, subsidiaries, Subsidiaries or joint ventures currently existing any of their respective Representatives at any time during the past 12 months pursuant to a confidentiality or which shall be established during Executivesimilar agreement in connection with such Person’s employment by consideration of a possible Company Acquisition or investment in the Company (collectively, “Affiliates”). or its Affiliates to return or destroy all confidential information previously furnished to such Person by or on behalf of any of the Company or its Subsidiaries; and (iii) During Executive’s employment by prohibit any Third Party from having access to any physical or electronic data room relating to any possible Company Acquisition. Notwithstanding the Companyforegoing or any other provisions of this Agreement, Executive agrees not the Company Board may consider and participate in negotiations with respect to acquire, assume an unsolicited proposal or participate inoffer relating to a Company Acquisition that did not, directly or indirectly, result from any financial positionbreach of this Section 4.4(a) (Exclusivity) where the Company Board determines in good faith, investment after consultation with outside legal counsel, that a failure to take such action with respect to such offer or interest known by Executive to be adverse or antagonistic to proposal as applicable, would constitute a breach of its fiduciary duties under applicable Law; provided that the Company, its business or prospects, financial or otherwise or Company shall promptly (and in any companyevent within two Business Days) (a) notify Parent if any inquiry, person proposal or entity offer with respect to a Company Acquisition, or any inquiry, proposal or offer that iswould reasonably be expected to lead to a Change in Recommendation, directly or indirectly, competitive with the business of is received by the Company or any of its Affiliates; providedRepresentatives, howeverincluding the identity of the Person or group of Persons making such inquiry, Executive may accept equity compensation related proposal or offer, (b) keep Parent reasonably informed of any material developments, discussions or negotiations regarding such inquiry, proposal or offer (including any changes to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(iterms thereof) and any Change in Recommendation with respect thereto and (iic) above. Ownership by Executiveupon the request of Parent, as a passive investment, of less than one percent (1%) reasonably inform Parent of the outstanding shares status of capital stock of any corporation such inquiry, proposal or offer or a Change in Recommendation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)respect thereto.

Exclusivity. During the term period from the date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement through the business earlier of the Company and Closing or the termination of this Agreement in accordance with its terms, Seller shall not (A) accept take, nor shall it permit any other employment of its Affiliates or consultancy Representatives to take, any action to solicit, encourage, initiate or (B) serve on the board of directors engage in discussions or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position negotiations with, or otherwise conflicts provide any information to, or enter into any agreement with, the interests any Person (other than Buyer and/or its Affiliates and Representatives) concerning any direct or indirect acquisition of all or substantially all of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests Capital Stock or assets of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the any Group Company, or during any period during which Executive is receiving compensation merger, consolidation or other business combination involving any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Group Company (collectivelyeach, an “AffiliatesAcquisition Transaction”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive and Seller and its Affiliates and Representatives shall immediately cease and cause to be adverse or antagonistic terminated all existing discussions, negotiations and other communications with any Person (other than Buyer and its Affiliates and Representatives) with respect to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliatessuch Acquisition Transaction; provided, however, Executive may accept equity compensation related that Buyer hereby acknowledges that prior to the positions or business activities date of this Agreement, Seller and its Affiliates and Representatives have provided information relating to the Group Companies and has afforded access to, and engaged in which have been approved discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach Seller of this Section 1(e)7.6. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall notify Buyer promptly upon the receipt of any proposal, offer, inquiry or contact from any Person (other than Buyer or its Affiliates and Representatives) in respect of any Acquisition Transaction.

Exclusivity. During Each Seller Party and the term Company agree that between the Agreement Date and the earlier of the Closing and the termination of this Agreement, (i) Executive shall devote Executive’s entire working time, attention such Seller Party and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand each shall take all action necessary to ensure that their respective Affiliates and Representatives shall not, directly or indirectly, in (a)solicit, initiate, consider, encourage or accept any business activity other proposals or offers from any Person (whether i) relating to any direct or not pursued for pecuniary advantage) that is indirect acquisition or may be competitive with, purchase of all or that might place Executive in a Competing Position to, that any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the Ordinary Course, (ii) to enter into any merger, consolidation or other business combination involving all or any portion of its subsidiaries the capital stock or affiliates and/or other equity or ownership interest of the Company or assets of the Company or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving all or its affiliates, subsidiaries, any portion of the capital stock or joint ventures currently existing other equity or which shall be established during Executive’s employment by ownership interest of the Company or assets of the Company (collectivelythe foregoing clauses (i), “Affiliates”). (ii) and (iii), a “Company Sale Transaction”) During Executive’s employment by (for the Companyavoidance of doubt, Executive agrees not a Company Sale Transaction shall exclude a Seller CIC Transaction and the Reorganization); or (b)participate in any discussions, conversations, negotiations or other communications regarding, or furnish to acquireany other Person any information with respect to, assume or otherwise cooperate in any way, assist or participate in, directly facilitate or indirectlyencourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller Party and the Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to a Company Sale Transaction. Seller and/or the Company shall notify Purchaser promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect to a Company Sale Transaction, is made. Any such notice to Purchaser shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. Each Seller Party and the Company shall not release any Person from, or waive any provision of, any financial positionconfidentiality or standstill agreement to which such Seller Party or the Company is a party relating to a Company Sale Transaction, investment without the prior written consent of Purchaser. Notwithstanding the foregoing, nothing in this Section 6.3 or interest known by Executive to be adverse any other provision in this Agreement shall prohibit or antagonistic to the Companylimit a Seller Party from soliciting, its business initiating, considering, encouraging or prospects, financial accepting any other proposals or otherwise offers or participating in any companydiscussions, person conversations, negotiations or entity other communications regarding a Seller CIC Transaction with any third-party (and from consummating any such Seller CIC Transaction) provided that isany such Seller CIC Transaction does not prevent, directly prohibit, challenge or indirectly, competitive with materially hinder or delay the business consummation of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) aboveTransaction. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this -51- Section 1(e)6.4.

Exclusivity. (a) During the term Interim Period, none of this Agreement,the Acies Parties, on the one hand, or the Company and its Subsidiaries, on the other hand, will, nor will they authorize or permit their respective Representatives to, directly or indirectly: (i) Executive shall devote Executive’s entire working timetake any action to solicit, attention initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, provide information to or commence due diligence with respect to, any Person concerning, relating to or which is intended or would reasonably be expected to lead to, an Acquisition Proposal; (ii) in the case of Acies, fail to include the Acies Board Recommendation in (or remove from) the Registration Statement and energies the Proxy Statement; or (iii) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the business other Party, in case of the Company, the Company Board Recommendation, and in the case of Acies, the Acies Board Recommendation. (b) Each of the Company and the Acies Parties, shall not promptly, and in any event within one (A1) accept any other employment or consultancy or Business Day of the date of this Agreement: (Bi) serve on the board of directors or similar body terminate access of any third Person (other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of than the Company or the Acies Parties and/or any of their respective Affiliates or Representatives) to any data room (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is virtual or actual) containing any confidential information with a company that is competitive with the Company, interferes with Executive’s duties respect to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company.Acies; (ii) Except immediately cease and cause to be terminated, and shall cause their and their respective Subsidiaries’ Representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any Persons with respect to, or which is reasonably likely to give rise to or result in, any Acquisition Proposal; and (iii) shall promptly request the prior return or destruction of any confidential information provided to any Person in connection with a prospective Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement) and, in connection therewith, shall, if the applicable confidentiality or non-disclosure agreement so allows, request that all such Persons provide prompt written approval certification of the Chief Executive Officer return or destruction of all such information. (which the Chief Executive Officer may grant or withhold in his or her discretion)c) Promptly upon receipt of an unsolicited Acquisition Proposal, Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that each of the Acies Parties and the Company shall notify the other Party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited Acquisition Proposal only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its subsidiaries Subsidiaries or affiliates and/or entertain any proposals or its affiliates, subsidiaries, offers or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or engage in any company, person negotiations or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)discussions concerning an Acquisition Proposal.

Exclusivity. During (a) Each Company Party shall immediately cease and terminate, and cause its Representatives to cease and terminate, any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by any Company Party with respect to any proposed, potential or contemplated Company Transaction. (b) From the term date hereof until the earliest of (i) the Closing Date, (ii) one month after the termination of this Agreement, , and (iiii) Executive shall devote Executive’s entire working time, attention the date after the termination of this Agreement on which the Investors have unilaterally and energies permanently ceased to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of make good faith efforts to negotiate a potential transaction with the Company (which such approval shall continue until such time as the "Exclusivity Period"), the Company provides notice to Executive that, in shall not permit any of its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company Subsidiaries or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation Affiliates or any other consideration for services from the Company, engageof its or their Representatives to, directly or indirectly, (A) solicit or initiate, or encourage the submission of, any offer with respect to, (B) participate in any business activity discussions or negotiations regarding, (whether or not pursued for pecuniary advantageC) that is or may be competitive withfurnish to any Person any information, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment other than information made publicly available by the Company, Executive agrees not with respect to, or take any other action to acquirefacilitate any inquiries or the making of any offer or proposal with respect to, assume or participate (D) authorize, engage in, directly or indirectlyenter into any agreement or understanding with respect to, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its AffiliatesTransaction; provided, however, Executive may accept equity compensation related that the Exclusivity Period shall be deemed to end upon the positions or business activities engaged in which have been approved by earlier of (i) the Company pursuant to subsections (e)(i) Closing Date and (ii) above. Ownership by Executivethe termination of this Agreement, as a passive investmentin respect of any Company Transaction that, of less than one percent (1%) regardless of the outstanding shares structure of capital stock such Company Transaction, does not in any way directly or indirectly involve or include an offer, sale, exchange (including exchanges effected by operation of law) or other placement of any corporation equity securities or Rights of any Company Party (other than a placement of such securities or Rights with one the public for the purpose of obtaining equity financing or more classes a placement of any equity securities or Rights of a Subsidiary solely with the Company). The Company will promptly notify each Investor of any proposal regarding a Company Transaction (which notice shall identify the Person making the proposal and set forth the material terms thereof) that the Company, any of its capital stock listed on a national securities exchange Subsidiaries or publicly traded on a national securities exchange Affiliates or in any of its or their Representatives may receive during the over-the-counter market shall not constitute breach of this Section 1(e)Exclusivity Period.

Exclusivity. During From the term date hereof until the earlier of the Closing or the termination of this Agreement, , the Seller will not, and will cause its and each member company of the Company Group’s respective officers, managers, directors, employees and Affiliates and their representatives to not, directly or indirectly (i) Executive shall devote Executive’s entire working timesolicit, attention and energies to the business of the Company and shall not (A) initiate, encourage or accept any other employment proposal or consultancy offer relating to any Acquisition Proposal, (ii) engage in negotiations or (B) serve on the board of directors or similar body of discussions concerning, provide any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice information to Executive that, any person in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position connection with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, cooperate in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive withway, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume assist or participate in, directly facilitate or indirectlyencourage the submission of, any financial positionproposal that constitutes, investment or interest known by Executive could reasonably be expected to lead to, an Acquisition Proposal or (iii) agree to or approve any Acquisition Proposal. The Seller shall notify Purchaser promptly, but in any event within two (2) Business Days, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any person with respect thereto, is made. Any such notice to Purchaser shall indicate in reasonable detail the identity of the person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. The Seller will immediately cease and cause to be adverse terminated any and all contacts, discussions and negotiations with third parties regarding the foregoing. The Seller shall not release any person from, or antagonistic waive any provision of, any confidentiality or standstill agreement to the Company, its business or prospects, financial or otherwise or in which any company, person or entity that is, directly or indirectly, competitive with the business member of the Company Group is a party in connection with the process of selling the Company Group, without the prior written consent of Purchaser. As used herein, the term “Acquisition Proposal” means any offer or proposal relating to, or any indication of its Affiliates; providedinterest in, however(i) a direct or indirect possible sale or other disposition (whether by merger, Executive may accept equity compensation related to reorganization, recapitalization or otherwise) of all or any part of the positions stock, Equity Securities or business activities engaged in which have been approved by assets of the Company pursuant to subsections (e)(i) and Group, (ii) above. Ownership by Executiveany merger, as a passive investmentconsolidation or other business combination 31 relating to the Company Group or (iii) any recapitalization, of less than one percent (1%) of reorganization or any other extraordinary business transaction involving or otherwise relating to the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)Company Group.

Exclusivity. During Until the term of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business earlier of the Company Closing and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as this Agreement is terminated in accordance with Article X, except for the Company provides notice to Executive thattransactions contemplated by this Agreement, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict Sellers and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive Holder Representative will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageand will cause each of their respective Affiliates and representatives not to, directly or indirectly, in solicit, encourage, enter into or continue any business activity (whether negotiation, discussion, contract, agreement, instrument, arrangement or not pursued for pecuniary advantage) that is understanding with any party, with respect to the transactions contemplated by this Agreement, the sale or may be competitive withtransfer of voting control of the Company, the sale of all or substantially all the assets of the Company, or that might place Executive in a Competing Position toany merger, that of recapitalization or similar transaction with respect to the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company Businesses (collectively, and “AffiliatesAcquisition Transaction”). (iii) During Executive’s employment by . The Company shall, the CompanySellers shall, Executive agrees not to acquireand the Holder Representative shall, assume and each of the foregoing shall cause their respective Affiliates, directors, officers, counsel, advisors, agents or participate inother representatives to, directly or indirectly, any financial position, investment or interest known by Executive immediately cease and cause to be adverse terminated any existing discussions or antagonistic negotiations with any Persons (other than Acquiror) conducted heretofore with respect to any Acquisition Transaction. The Company , the CompanySellers and the Holder Representative, its business and each of their respective Affiliates, officers, directors, employees, counsel, advisors, agents or prospectsother representatives, financial do not have any agreement, arrangement or otherwise or in understanding with respect to any company, person or entity Acquisition Transaction (except for this Agreement). The parties hereto recognize and agree that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in immediate irreparable damages for which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or there is not adequate remedy at law would occur in the over-the-counter market shall not constitute breach event that the provisions of this Section 1(e)6.6 are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a party to perform its obligations under this Agreement, the non-breaching party shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Section 6.6 in addition to any other remedy to which such party may be entitled, at law or in equity.

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working timePre-Closing Period, attention and energies to the business of the Company and each Seller shall not, and shall not (A) accept permit any other employment of his, her or consultancy its respective Affiliates or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engageRepresentatives to, directly or indirectly, in (a) (i) initiate or continue any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive contact with, (ii) make, solicit, encourage or that might place Executive in a Competing Position torespond to any inquiries or proposals by, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume enter into or participate inin any discussions or negotiations with, (iv) disclose, directly or indirectly, any financial position, investment information concerning the Business or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business properties of the Company Group or the Transaction to, or (v) afford any access to the Company Group’s properties, books or records to, any Person, in the case of each of clauses (i) through (v) above, in connection with any possible proposal regarding the direct or indirect sale of any portion of the Equity Securities or assets of the Company (other than the sale of inventory in the Ordinary Course of Business), a merger or consolidation involving the Company Group, or any similar transaction, in each case except as contemplated by this Agreement (an “Alternative Transaction”), or (b) enter into or participate in any discussions or negotiations regarding, or accept any proposal or enter into any agreement for, an Alternative Transaction. During the Pre-Closing Period, each Seller and the Company shall, and shall cause its Affiliates and Representatives to, immediately cease all discussions and actions which violate or conflict with this Section 5.06. During the Pre-Closing Period, the Company and each Seller shall, promptly following receipt, give Buyer notice of any inquiry, communication or proposal regarding an Alternative Transaction (and the terms thereof) received by a Seller, any member of the Company Group, or any of his, her or its Affiliates; provided, however, Executive may accept equity compensation related to the positions respective Affiliates or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) aboveRepresentatives. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of Each Seller shall be responsible for any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)5.06 by his, her or its Affiliates or Representatives. The Company and each Seller represents that neither he, she or it nor any of his, her or its Affiliates or Representatives is a party to or bound by any Contract with respect to an Alternative Transaction.

Exclusivity. During the term period from the date of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to Agreement through the business earlier of the Company and Closing or the termination of this Agreement in accordance with its terms, Sellers shall not (A) accept take, nor shall it permit any other employment of its Affiliates or consultancy Representatives to take, any action to solicit, encourage, initiate or (B) serve on the board of directors engage in discussions or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position negotiations with, or otherwise conflicts provide any information to, or enter into any agreement with, the interests any Person (other than Buyer and/or its Affiliates and Representatives) concerning any direct or indirect acquisition of all or substantially all of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests Units or assets of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the any Group Company, or during any period during which Executive is receiving compensation merger, consolidation or other business combination involving any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Group Company (collectivelyeach, an “AffiliatesAcquisition Transaction”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive and Sellers and their Affiliates and Representatives shall immediately cease and cause to be adverse or antagonistic terminated all existing discussions, negotiations and other communications with any Person (other than Buyer and its Affiliates and Representatives) with respect to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliatessuch Acquisition Transaction; provided, however, Executive may accept equity compensation related that Buyer hereby acknowledges that prior to the positions or business activities date of this Agreement, Sellers and their Affiliates and Representatives have provided information relating to the Group Companies and has afforded access to, and engaged in which have been approved discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach Sellers of this Section 1(e)7.6. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, Sellers shall notify Buyer promptly upon the receipt of any proposal, offer, inquiry or contact from any Person (other than Buyer or its Affiliates and Representatives) in respect of any Acquisition Transaction.

Exclusivity. During From the term date of this Agreement, Agreement until the earlier of (a) the Closing or (b) the termination of this Agreement pursuant to Section 8.1 (the “Exclusivity Period”), none of the Sellers, the Company or any of their respective officers, managers, directors, Affiliates, employees or agents shall (i) Executive shall devote Executive’s entire working timesolicit, attention and energies initiate, encourage others to the business of the Company and shall not (A) solicit, or encourage, entertain, facilitate or accept any other employment discussions, proposals or consultancy offers regarding (1) the purchase, issuance, grant, license or (B) serve on the board of directors or similar body disposition of any Membership Interests or any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the equity interests of the Company or materially interfere with of all or any portion of the performance assets of Executive’s duties to the Company (other than sales of Real Property or personal property in the Ordinary Course) or (2) any merger, consolidation, business combination, recapitalization, reorganization or similar transaction involving the Company. , in each case other than with Buyer or its Affiliates (each such transaction, a “Competing Transaction”), (ii) Except negotiate with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his enter into any agreement or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive understanding with, or that might place Executive in a provide any information relating to the Company to any other Person with respect to any Competing Position toTransaction or (iii) otherwise participate in, that assist, facilitate or encourage any effort or attempt by any other Person to do any of the foregoing. None of the Sellers, the Company or any of its subsidiaries their respective officers, managers, directors, Affiliates, employees or affiliates and/or agents shall directly or indirectly authorize any or its affiliatesother Representative to take any action prohibited under this Section 5.6. The Sellers, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectivelyand their respective officers, “managers, directors, Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume employees or participate in, directly or indirectly, any financial position, investment or interest known by Executive agents will immediately cease and cause to be adverse terminated any existing discussions or antagonistic negotiations with any Persons (other than Buyer) conducted before the date of this Agreement with respect to any Competing Transaction for the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business duration of the Company or any of its Affiliates; providedExclusivity Period. During the Exclusivity Period, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant will promptly inform B▇▇▇▇ in detail of any offers, proposals or requests for information relating to subsections (e)(i) any Competing Transaction made by any third party, including the material terms and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) identity of the outstanding shares of capital stock of any corporation with one party making such offer, proposal or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)request.

Exclusivity. During In consideration of the term substantial expenditure of time, effort and expense undertaken by Buyer in connection with its due diligence review of the Company and its business and the preparation and negotiation of this Agreement, , from and after the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, none of the Company or the Seller, nor will they permit any of their respective Affiliates, directors, officers, employees, members, managers, shareholders, advisors, representatives or other agents, to, directly or indirectly, initiate, solicit, negotiate, discuss, knowingly encourage or enter into any negotiations, discussions or agreement with respect to, or provide any information to any third party with respect to, the potential sale of the Company or any portion thereof or a substantial interest therein, or any other transaction that would be inconsistent with the transactions contemplated hereby, in any case whether by sale of assets or equity, merger, recapitalization, reorganization or other transaction; provided, however, nothing herein shall prohibit or otherwise restrict Amedisys, Inc. or any of its Affiliates from initiating, soliciting, negotiating, discussing, knowingly encouraging or entering into any negotiations, discussions or agreement with respect to, or providing any information to any third party with respect to, the potential sale of all or substantially all of the Equity Interests or assets of Seller Parent (i) Executive the “Upstream Transaction”); provided further that, for the avoidance of doubt, any such Upstream Transaction shall devote Executive’s entire working timenot include any terms or conditions that prohibit the consummation of the transactions contemplated by this Agreement. If, attention and energies from the date of this Agreement until the Closing or the earlier termination of this Agreement, the Company, the Seller or any of the other Persons referenced above receives an offer or proposal relating to any acquisition of the business of the Company (excluding an Upstream Transaction), such Person shall notify Buyer of the receipt of such offer and, unless otherwise prohibited by the terms of a confidentiality agreement in existence as of the date hereof, the terms of the offer and shall not (A) accept any other employment or consultancy or (B) serve on the board identity of directors or similar body the offeror. Unless otherwise prohibited by the terms of any other entitydefinitive agreement with respect to an Upstream Transaction, unless such position Seller shall, as soon as is permissible under this subsection applicable Law (e)(i)(Aincluding applicable stock exchange rules) or (B) is approved by and the Chief Executive Officer internal policies and procedures of Amedisys, Inc., notify Buyer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock execution of any corporation such definitive agreement with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e)respect to an Upstream Transaction.