Common use of Exclusivity Clause in Contracts

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on The Sellers agree that between the date of this Agreement and ending on the earlier of the Closing and the termination of this Agreement, the Sellers shall not, and shall take all action necessary to ensure that none of the Target Entities any of their respective Affiliates or Representatives shall, directly or indirectly: (a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than the Closing Buyer and its Affiliates and Representatives (i) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of any Target Entity or material assets of 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 other business combination relating to any Target Entity or (iii) 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 date on which the BCA is validly terminated Buyer and its Affiliates and Representatives any information with respect to, or otherwise cooperate in accordance with its termsany way, for the benefit assist or participate in, facilitate or encourage any effort or attempt by any such Person to seek to do any of the Companyforegoing. The Sellers immediately shall cease and cause to be terminated all existing discussions, Sponsor 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 its Affiliates the Target Entities not to, directly or indirectly (i) initiate any negotiations with release any Person solely with respect to SPACfrom, or provide waive any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter intoprovision of, any acquisition agreement, merger confidentiality or standstill agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement which the Sellers or the anti-takeover Laws of any state in connection with Target Entities is a Business Combination Proposalparty, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting without the foregoing, it is agreed that any violation prior written consent of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed Buyer (such consent not to be a breach of this Section 6 by Sponsor. For avoidance of doubtunnecessarily withheld, this Section 6 shall in no way restrict any officer conditional or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACdelayed).

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (ai) the Closing and (bii) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause direct its Affiliates Representatives not to, directly or indirectly indirectly, (iA) initiate solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a 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 solely person conducted heretofore with respect to SPACany 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 provide 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 non-public information of its Representatives receives any inquiry or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely proposal with respect to SPAC) or afford to an Alternative Transaction at any Person access time prior to the businessClosing, properties, assets then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or personnel of SPAC (proposal) notify such person in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, writing that the Company is subject to an Acquisition Proposal or Alternative Transaction (in each case, solely exclusivity agreement with respect to SPAC)the sale of the Company that prohibits it from considering such inquiry or proposal, (ii) enter intoand will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC), (iii) grant any waiver, amendment case the identity of the person making such inquiry or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05(a) by Affiliates of Sponsor the Company or its Representatives shall be deemed to be a breach of this Section 6 7.05(a) by Sponsorthe Company. For avoidance clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of doubt, the terms of this Section 6 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC 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 no way restrict any officer discussions or director of Sponsor or its Affiliates from duly exercising his or her authoritynegotiations with, or otherwise acting in his enter into any agreement with, or her capacityencourage, as officer respond, provide information to or director of any entity (including 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 other special purpose acquisition companies and/or their sponsorsbusiness combination transaction (a “Business Combination Proposal”) other than Sponsor with the 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 SPACnegotiations 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 Business Combination Proposal.

Exclusivity. During (a) Prior to the period beginning on earlier of the date Closing and the termination of this Agreement in accordance with Article VIII, Seller and ending on Seller Parent shall not (and shall not permit their respective directors, managers, officers, employees, equityholders, Affiliates, financial advisors, attorneys, accountants, or other representatives (collectively, “Representatives”) to), directly or indirectly, (i) accept, or enter into any agreement with respect to, any existing proposal or offer outstanding as of the earlier of Agreement Date or received after the Agreement Date from any other Person to consummate a Competing Transaction or (aii) the Closing and solicit, initiate, facilitate, encourage, engage in discussions or negotiations with, or furnish information to, any Person other than Buyer with respect to a Competing 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 date on which Purchased Assets and shall request from each Person that had access to any such data room (other than Buyer and its Representatives) the BCA is validly terminated in accordance prompt return or destruction of all non-public information with its termsrespect to Seller and/or the Purchased Assets previously provided to such Person, for the benefit of the Company, Sponsor and (iii) Seller and Seller Parent shall not, and shall cause its Affiliates their respective Representatives not to, directly or indirectly (i) initiate any negotiations indirectly, deal with any Person solely other than Buyer with respect to SPACproposing, encouraging, discussing or provide negotiating any non-public information Competing Transactions. Seller and Seller Parent shall notify Buyer within 24 hours if any inquiry or data concerning SPAC to proposal regarding a Competing Transaction is made, of any Person relating toproposed response by Seller or Seller Parent thereto, a Business Combination Proposaland any further inquiry, an Acquisition Proposal proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access response from such third party. If and to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared extent permitted by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws terms of any state applicable confidentiality agreements to which Seller or Seller Parent may be subject as of the Agreement Date, all notices shall include the identity of the Person making the inquiry or proposal, the terms thereof, and/or, if in connection with a Business Combination Proposalwritten form, an Acquisition Proposal complete and accurate copies thereof, provided, that, if Seller or Alternative Transaction (in each caseSeller Parent are not permitted to disclose such information, solely with respect to SPAC)Seller and Seller Parent shall, or (iv) otherwise knowingly facilitate nevertheless, indicate whether any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, proposal proposes an Acquisition Proposal or Alternative Transaction (upfront cash purchase price in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation excess of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACPurchase Price.

Exclusivity. During the period beginning on From the date of hereof through the Closing or until such time as this Agreement shall have been terminated pursuant to Article X, Seller will not, nor will Seller authorize any Affiliate or Representative of Seller to, and ending on the earlier of 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 take any 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 Closing and assets outside of the ordinary course of business or equity interests of or any business combination, recapitalization, liquidation, dissolution or other similar transaction (or any combination of any of the foregoing) relating to the disposition of all, or substantially all, or any substantial portion of, the Business or the Purchased Assets (each, an “Acquisition Proposal”); (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not todisclose, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPACindirectly, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, known to Seller to be considering an Acquisition Proposal any information concerning Seller, the Business or Alternative Transaction any of the Purchased Assets; or (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iic) enter into, continue or encourage SPAC to participate in any discussions, negotiations or other communications, or enter intointo any understanding, Contract or commitment, with any third party relating to, or take any action in furtherance of, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an written Acquisition Proposal or Alternative Transaction received by Seller. Seller will as promptly as practicable (and in each case, solely with respect to SPAC), any event within three (iii3) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws Business Days) notify Buyer of any state in connection with a Business Combination Acquisition Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor Seller shall be deemed to be a responsible for any breach of this Section 6 6.5 by Sponsor. For avoidance any of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACRepresentatives.

Exclusivity. (a) During the period beginning on Interim Period, the date Company shall not take, nor shall it permit any of its Affiliates or 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, 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 ending on the earlier other Transaction Agreements and the consummation of (a) the Closing Transactions shall not be 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 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 date on which the BCA is validly terminated 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 accordance discussions or negotiations with, or enter into any agreement with, or encourage, respond to, provide information to or commence due diligence with its termsrespect to, for the benefit of any Person (other than the Company, Sponsor its equityholders 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”) or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its equityholders and/or their respective 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 notnot be deemed a violation of this Section 9.03(b). Each Acquiror Party shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or provide any non-public information which is reasonably likely to give rise to or data concerning SPAC to any Person relating toresult in, a Business Combination Proposal, an Acquisition Proposal other than with the Company, its equityholders or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACcontrolled Affiliates.

Exclusivity. During the period beginning on The Seller agrees that between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its termsSeller shall not, for the benefit and shall take all action necessary to ensure that none of the Company, Sponsor any of its Subsidiaries or any of their respective Affiliates or Representatives shall, except as expressly contemplated by this Agreement: (a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock of the Company or any of its Subsidiaries or assets of the Company or any of its Subsidiaries, other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any merger, consolidation or other business combination relating to the Company or any of its Subsidiaries or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries other than the Restructuring; or (b) 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 any other Person to seek to do any of the foregoing. The 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 the foregoing. The Seller shall notify the Buyer 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 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 Seller shall not, and shall cause the Company and each of its Affiliates Subsidiaries not to, directly or indirectly (i) initiate any negotiations with release any Person solely with respect to SPACfrom, or provide waive any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter intoprovision of, any acquisition agreement, merger confidentiality or standstill agreement to which the Seller or similar definitive agreement, the Company or any letter of intentits Subsidiaries is a party, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or without the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation prior written consent of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACBuyer.

Exclusivity. During the period beginning on From the date of this Agreement and ending on hereof until the earlier of of: (a) the Closing Time; and (b) the date on which this Agreement terminates or is terminated pursuant to Article 12, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Vendor agree that they shall not, and shall cause its Affiliates not to, directly or indirectly through any of their respective Affiliates, officers, directors, partners, employees, shareholders, agents or representatives: (i) initiate discuss, pursue or complete a possible transfer, sale or other disposition of the Purchased Shares or any negotiations interest therein with any Person solely with respect to SPAC, other than the Purchasers (or Affiliates of the Purchasers) or their respective representatives (a "Competing Transaction") or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal other than the Purchasers (or Alternative Transaction (in each case, solely with respect to SPACAffiliates of the Purchasers) or afford their respective representatives in connection therewith; or (ii) except in connection with the performance of this Agreement or as required by Applicable Law, disclose the terms of this Agreement to any Person access to other than the business, properties, assets Purchasers (or personnel Affiliates of SPAC (in each case, solely in the Purchasers) or their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting Notwithstanding the foregoing, it the Vendor is agreed 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 violation 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 restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Purchasers)) with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor inquiry, proposal or SPACoffer 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.

Exclusivity. During the period beginning on (a) Seller agrees that between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement, for the benefit of the Company, Sponsor Seller shall not, and shall cause take all action necessary to ensure that none of its controlled Affiliates not to, directly or indirectly any of their respective Representatives shall: (i) initiate sell any negotiations with of the CIT Bank Purchased Assets (other than pursuant to this Agreement) or solicit, initiate, consider, encourage or accept any Person solely with respect to SPAC, other proposals or provide any non-public information or data concerning SPAC to offers from any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to direct or indirect acquisition or purchase of all or any material portion of the businessCIT Bank Purchased Assets, propertieswhether effected by sale of assets, assets sale of stock, merger, exclusive license, or personnel of SPAC (in each caseotherwise; provided, solely in their respective capacities as businesseshowever, properties, assets or personnel of SPAC disregarding whether they are shared that Buyers acknowledge and agree that any actions taken by other special purpose acquisition companies or their representatives) Seller in connection with Servicing and/or resolution or settlement of a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACTransferred Loan shall not be prohibited by this Section 6.15(a), provided such actions are in compliance with Section 6.01; or (ii) enter intoparticipate in any discussions, conversations, negotiations or other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor . Seller immediately shall be deemed cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any of 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 special purpose acquisition companies and/or their sponsors) contact with any Person with respect thereto, is made. Any such notice to the Buyers shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other than Sponsor contact and the terms and conditions of such proposal, offer, inquiry or SPACother contact. Seller shall not 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 the Buyers.

Exclusivity. (a) During the period beginning on Interim Period, the date Company shall not take, nor shall it permit any of 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 (other than Acquiror 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 the Company from employees of the Company or 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 this Agreement and ending on the earlier 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 (ato the Company’s Knowledge) the Closing and any of its Affiliates are currently bound. (b) During the date on Interim Period, Acquiror shall not take, nor shall it permit any of 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 (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 BCA is validly terminated in accordance with Company and its termsAffiliates and Representatives; provided, for that, the benefit execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 9.04(b). Acquiror shall, and shall cause its Affiliates not and Representatives to, directly immediately cease and cause to be terminated any and all existing discussions, conversations, negotiations or indirectly (i) initiate any negotiations other communications with any Person solely conducted prior to the date hereof with respect to SPACto, or provide any non-public information which is reasonably likely to give rise to or data concerning SPAC to any Person relating toresult in, a Business Combination Proposal, an Acquisition Proposal and request the prompt return or Alternative Transaction (destruction of all confidential information previously furnished, in each case, solely case with respect to SPAC) or afford to any Person access of the foregoing. Acquiror represents and warrants to the businessCompany that this Section 9.04(b) does not and will not conflict with or violate any agreement, propertiesunderstanding or arrangement, assets whether written or personnel oral, to which Acquiror or any of SPAC (in each caseits Affiliates are currently bound. Solely for purposes of this Section 9.04(b), solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other the term “Affiliates” shall exclude any special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by are Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACAcquiror.

Exclusivity. During The Company and the period beginning on Seller grant to Buyer the date of this Agreement and ending on exclusive right to acquire the earlier of (a) Shares until the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Final Termination Date. The Company shall not, not and shall cause its Affiliates Subsidiaries not to, and the Seller shall cause the Company and its Subsidiaries not to, directly or indirectly (ia) solicit, initiate or encourage the submission of any negotiations with any Person solely with respect to SPAC, proposal or provide any non-public information or data concerning SPAC to offer from any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets acquisition of the Shares or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets any capital stock or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreementvoting securities, or any letter substantial portion of intentthe assets of, memorandum the Company or any of understanding its Subsidiaries (including any acquisition structured as a merger, consolidation or agreement share exchange) or (b) participate in principleany discussions or negotiations regarding, furnishing any information with respect to, assist or participate in, or facilitate in any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or manner any effort or attempt by any Person to make a Business Combination Proposaldo or seek any of the foregoing. The Seller will notify Buyer immediately if any Person makes any proposal, an Acquisition Proposal offer, inquiry or Alternative Transaction (in each case, solely contact with respect to SPAC)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 negotiations with any such Persons. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 above by Affiliates any Affiliate of Sponsor 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 deemed to be a breach of this Section 6 5.6 by Sponsor. For avoidance of doubtthe Company, this Section 6 shall in no way restrict any officer its Subsidiary or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacitythe Seller, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACapplicable.

Exclusivity. During the period beginning on From the date of this Agreement and ending on hereof until the earlier of (a) the Closing and (b) the date on which the BCA such time as this Agreement is validly terminated in accordance with its terms, except for the benefit of transactions contemplated by this Agreement, the Company, Sponsor Company and each Parent shall not, and shall cause its their respective controlled Affiliates and direct their Representatives not to, directly or indirectly (i) initiate indirectly, solicit, encourage, initiate, enter into any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoContract, or encourage SPAC or entertain the submission of any proposal or offer from any Person, relating to enter into, the direct or indirect acquisition of any acquisition agreement, merger agreement of the capital stock or similar definitive agreementother Equity Securities of any member of the Company Group, or all or any letter material portion of intentthe assets of any of the foregoing, memorandum whether in an acquisition structured as a merger, consolidation, exchange, sale of understanding or agreement in principleassets, sale of stock, or otherwise, or participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or knowingly facilitate in any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or manner any effort or attempt by any Person to make 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 Business Combination Proposalproposal regarding any of the matters restricted by this ‎‎Section 5.04, an Acquisition Proposal the Company or Alternative Transaction 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 Company Subsidiary by any other wholly owned Company Subsidiary, (iii) the Recapitalization Transactions or (iv) subject to ‎‎Section 10.06, any transaction that involves a merger or business combination of either Parent, any primary or secondary issuance or 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, solely with respect to SPAC). Without limiting the foregoing, it is agreed that Company Units or any violation property or assets of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACCompany Group.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) Until the Closing or the earlier termination of this Agreement, Seller agrees that neither it nor any of its Affiliates nor any of the managers and officers of Seller or its Affiliates shall, directly or indirectly, 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 combination or other similar transaction involving Seller or any material portion of, the Business or the Acquired Assets; (ii) a purchase of Seller, the Business or substantially all of the Acquired Assets; (iii) a sale or disposition of all or any material portion of Seller, the Business or substantially all of the Acquired Assets; or (iv) any liquidation, dissolution, recapitalization, extraordinary dividend or other 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 negotiations concerning, or 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 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 date on which Closing or the BCA is validly terminated in accordance with its termsearlier termination of this Agreement, for the benefit of the Company, Sponsor shall notSeller shall, and shall cause its Affiliates not representatives to, directly immediately cease and cause to be terminated any existing activities, discussions or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access other than Buyer conducted prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including date hereof with respect to any Acquisition Proposal (other special purpose acquisition companies and/or their sponsors) other than Sponsor than, but solely limited to, discussions necessary to ensure return or SPACdestruction of all confidential information of Seller).

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement pursuant to Section 8.1, for the benefit none of the CompanyWarrantors or any of their respective Affiliates, Sponsor officers, directors, representatives or agents shall, and the Warrantors shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents to not, and shall cause its Affiliates not to, directly or indirectly (i) initiate solicit, initiate, consider, encourage or accept any negotiations with other proposals or offers from any Person solely with respect (A) relating to SPACany acquisition or purchase of all or any portion of the equity interests in the Company or any other Group Company or all or any portion of the assets of any Group Company, or provide (B) to enter into any non-public information merger, consolidation, business combination, recapitalization, reorganization or data concerning SPAC other extraordinary business transaction involving or otherwise relating to any Person relating toGroup Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions, conversations, negotiations and other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing. The Warrantors immediately shall, it is agreed that any violation of and the restrictions set forth in this Section 6 by Affiliates of Sponsor Warrantors immediately shall be deemed cause the other Group Companies to, cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any of the foregoing. The Warrantors shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other special purpose acquisition companies and/or their sponsors) 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 than Sponsor contact. The Warrantors agree not to, and the Warrantors shall cause the other Group Companies not to, prior to the Closing, without the prior written consent of the Purchaser, release any Person from, or SPACwaive any provision of, any confidentiality or standstill agreement to which any Warrantor or Group Company is a party.

Exclusivity. During (a) From the period beginning on Effective Date, until the date earlier of the Closing or the termination of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsSection 10.1, for the benefit none of the Company, Sponsor shall not, and shall cause its Affiliates not toSellers nor the Company shall, directly or indirectly 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 their capacity as such) (a “Competing Buyer”) that may constitute, or could reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Person solely with respect Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to SPACany RSI Company or any of its assets or businesses, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the assets, business, properties, assets books or personnel records of SPAC 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 prohibit any RSI Company from taking the actions permitted by the exceptions set forth in each caseSection 6.1(a)(xi) of this Agreement or the related sections of the Company and Sellers’ Disclosure Letter, solely and any such action shall not be deemed a violation of this Section 7.21(a). (b) From the Effective Date, 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 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 Company and the Sellers (and their respective representatives, acting in their respective capacities capacity as businessessuch) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Buyer Competing Transaction, (ii) enter into, participate in, continue or encourage SPAC to enter intootherwise engage in, any acquisition discussions or negotiations with any 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 assets or businesses, or afford access to the assets, business, properties, books or records of Buyer to an Alternative Target, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Buyer Competing Transaction; (iv) approve, endorse or recommend any Buyer Competing Transaction; or (v) enter into a Buyer Competing Transaction or any agreement, merger agreement arrangement or similar definitive agreement, or understanding (including any letter of intent, memorandum of understanding intent or agreement in principle, or any other agreement term sheet) relating to a Business Combination Proposal, Buyer Competing Transaction or publicly announce an Acquisition Proposal or Alternative Transaction (in each case, solely with respect intention to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACdo so.

Exclusivity. During (a) Except in connection with a PIPE Investment, during the period beginning on Interim Period, the date Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or 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 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 ending on the earlier of (a) other Transaction Agreements and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 9.04(a). The Company shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or 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 non-public information Person (other than the Company, its stockholders and/or any of their Affiliates or data concerning SPAC 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 stockholders and their respective 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). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating 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, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier to occur of (a) the termination of this Agreement pursuant to Article 8 and the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsDate, for the benefit of the Company, Sponsor Seller shall not, and shall cause its Affiliates not to, directly or indirectly (iincluding indirectly through its Representatives), (a) initiate 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 solely with respect to SPAC(other than any Governmental Authority) concerning, provide any information to, or provide cooperate in any non-public information or data concerning SPAC to way with, any Person relating to, a Business Combination Proposalany Competing Transaction or (c) agree to, an Acquisition Proposal approve or Alternative Transaction recommend any contract (in each case, solely with respect to SPAC) written or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACoral), (ii) enter intoagreement in principle, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding term sheet or agreement in principle, or any other agreement similar instrument relating to a Business Combination Proposalany Competing Transaction. Seller shall immediately cease and cause to be terminated any existing activities, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, discussions or negotiations or with any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including parties conducted heretofore with respect to any other special purpose acquisition companies and/or their sponsors) of the foregoing (other than Sponsor 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 SPACon 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 other relief which may be available, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages, posting bond or providing surety, and without regard to the adequacy of any remedy at Law. Seller represents and warrants that, as of the 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 the foregoing, (y) there is no stand-by or back-up contract (written or oral), agreement or other understanding with respect to the sale of the Purchased Assets, and (z) it has terminated all discussions with third parties (other than any Governmental Authorities) with respect to such proposed matters.

Exclusivity. During From the period beginning on Agreement Date until June 21, 2015 (the date of this Agreement and ending on the earlier of “Exclusivity Period”): (a) the Closing Company and its officers shall not, and 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 offering of any debt securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Company with terms substantially similar to the Notes (any such transaction, a “Competing Transaction”) and; (b) the date on which Company and its officers shall, and the BCA is validly terminated in accordance Company shall instruct its Representatives to, cease any discussions and negotiations with its termsany person or entity other than the HH Purchaser regarding any Competing Transaction or any proposal that could reasonably be expected to lead to a Competing Transaction. For the avoidance of doubt, for the benefit offer and sale of common or preferred stock of the CompanyCompany or securities convertible, Sponsor exercisable or exchangeable for common or preferred stock (excluding any convertible debt securities), or non-convertible debt securities of the 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 cause its Affiliates not authorize any Representatives to, directly or indirectly (i) initiate engage in any discussions or negotiations with any Person solely with respect to SPACwith, or provide any confidential or non-public information or data concerning SPAC to any Person relating to, any person other than the HH Purchaser relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Competing Transaction, (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person person other than the HH Purchaser to make propose or implement a Business Combination ProposalCompeting Transaction, an Acquisition Proposal or Alternative Transaction (iii) execute or enter into with any person other than the HH Purchaser, any letter of intent, exclusivity agreement, agreement in each caseprinciple, solely 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 Company’s investors (the “Right of First Offer”) and (b) to other investors or potential investors (the “Other Investors”) (1) set forth on Schedule 7.14 hereto, (2) who are existing investors of the Company or any of its Subsidiaries who do not have the Right of First Offer or (3) with the HH Purchaser’s prior written consent, such consent not to be unreasonably withheld (it being agreed that it is reasonable for the HH Purchaser to withhold consent if the HH Purchaser (1) is already in discussions with such potential investor with respect to SPACthe Transactions or (2) has a pre-existing relationship with such potential investor and is planning to contact such potential investor about the Transactions). Without limiting , and in connection therewith, engaging in discussions or negotiations with, providing any confidential or non-public information or data to, and/or entering into purchase agreement for the foregoingsecurities offered in the Transactions with, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer such existing investors or director of Sponsor other investors or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACpotential investors.

Exclusivity. During the period beginning on From the date of this Agreement and ending on until the Closing, or the earlier termination of (a) the Closing and (b) the date on which the BCA is validly terminated this Agreement in accordance with its terms, for the benefit of the Company, Sponsor neither Seller nor bcIMC shall not, (and shall not cause its or permit their respective Affiliates not or any of their or their Affiliates’ Representatives to, ) directly or indirectly indirectly: (ia) initiate any negotiations with any Person solely with respect to SPACsolicit, initiate, or provide encourage the submission of any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (b) participate in each caseany discussions or negotiations regarding, solely furnish any information with respect to SPAC) to, assist or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement facilitate in principle, or any other agreement relating to a Business Combination Proposalmanner, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination do or seek any Acquisition Proposal. Each of Seller and bcIMC shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal Proposal. Seller and bcIMC shall notify Buyer promptly (and in any event within three (3) Business Days) if any Person makes any proposal, offer, inquiry or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including contact with respect to any other special purpose acquisition companies and/or their sponsors) of the foregoing (whether solicited or unsolicited). For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Sponsor Buyer) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or SPACother business combination transaction involving the Company or any of the MUI Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other Equity Interests of the Company or any of the MUI Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or any MUI Subsidiary’s properties or assets. Notwithstanding the foregoing, nothing in this Section 6.8 will restrict Seller from complying with its obligations to bcIMC pursuant to the Stockholders Agreement.

Exclusivity. During the period beginning on the date of this Agreement The Company shall, and ending on the earlier of shall use its reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease (a) the Closing 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, if any, as this Agreement is terminated pursuant to the date on which terms hereof, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company agrees that it shall not, and shall use its reasonable best efforts to cause its Affiliates and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly indirectly, (i) initiate initiate, solicit, knowingly encourage or otherwise facilitate any negotiations with inquiries or the making of an offer or proposal regarding any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Competing Transaction, (ii) enter intoengage in any negotiations concerning, or encourage SPAC enter into any agreement (other than an agreement with its Subsidiaries or its or their respective Representatives) regarding a Competing Transaction or otherwise knowingly facilitate a Competing Transaction or (iii) except as described in the immediately following sentence, file any amendments to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or make any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely filing with the Commission with respect to SPAC)the Registration Statement, including any public or publicly available correspondence with respect thereto, or request that the Registration Statement (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of prospectus contained therein) be declared effective by the Commission or make any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely public announcements with respect to SPAC)an initial public offering of the Company or any of its Subsidiaries, or (iv) otherwise knowingly facilitate notwithstanding the fact that any such inquiriesfailure to file or other inaction may result in the Registration Statement (or the prospectus contained therein) being deemed stale by the Commission. Promptly after the date of this Agreement, proposals, discussions, or negotiations or any effort or attempt by any Person to make the Company shall file a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely Registration Withdrawal Request on Form RW with the Commission with respect to SPAC). Without limiting the foregoingRegistration Statement and, it is agreed that any violation of if deemed advisable by the restrictions set forth Company, make a filing with the Commission on Form 8-K and other appropriate filings with the Commission in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACconnection therewith.

Exclusivity. During (a) Except as set forth on Schedule 9.03(a), during the period beginning on Interim Period, the date Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate 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) any merger, 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 assets of the Company or its Subsidiaries or any capital stock or other equity interests of the Company or 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 this Agreement and ending on the earlier of (a) other Transaction Agreements and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 9.03(a). The Company shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or that is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, Buyer 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 non-public information Person (other than the Company, its shareholders or data concerning SPAC 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 stockholders and their respective 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 9.03(b). Buyer shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating conducted prior to the date hereof with respect to, or that is reasonably likely to give rise to or result in, a Business Combination Proposal. (c) Each of Buyer and the Company acknowledges and agrees that, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel for purposes of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel determining whether a breach of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by 9.03 has occurred, the actions of each Party’s respective Affiliates of Sponsor and Representatives shall be deemed to be a the actions of such Party, and each Party shall be responsible for any breach of this Section 6 9.03 by Sponsor. For avoidance any of doubt, this Section 6 shall in no way restrict any officer such Party’s Affiliates or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACRepresentatives.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (ai) the Closing and and/or (bii) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (iA) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data 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 SPAC (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 relating 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 Business Combination Proposalviolation of this Section 7.05(a). The Company shall, an Acquisition Proposal and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or Alternative Transaction (in each case, solely negotiations with any person conducted heretofore with respect to SPACany Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) or afford to any Person access that has prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) date hereof executed a confidentiality agreement in connection with a Business Combination Proposalits, an Acquisition Proposal his or Alternative Transaction (in each caseher consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, solely him, or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case, solely no event later than twenty-four (24) hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to SPAC)the sale of the Company that prohibits it from considering such inquiry or proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws and will provide GigCapital5 with a copy of any state in connection with such written inquiry or proposal or a Business Combination Proposaldetailed summary of any such verbal inquiry or proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC), case the identity of the person making such inquiry or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05(a) by Affiliates of Sponsor the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 6 7.05(a) by Sponsor. For avoidance the Company. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of doubtthis Agreement, this Section 6 GigCapital5 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 no way restrict any officer discussions or director of Sponsor or its Affiliates from duly exercising his or her authoritynegotiations with, or otherwise acting in his enter into any agreement with, or her capacityencourage, as officer respond, provide information to or director of any entity (including 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 other special purpose acquisition companies and/or their sponsorsbusiness combination transaction (a “Business Combination Proposal”) other than Sponsor with the 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 SPACnegotiations 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 Business Combination Proposal.

Exclusivity. During the period beginning on From and after the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termshereof, for the benefit of the Company, Sponsor Seller shall not, and shall cause its Affiliates not to, directly or indirectly indirectly, (a) initiate, solicit, facilitate, encourage, discuss, negotiate or accept any inquiries, proposals or offers with respect to (i) initiate the acquisition, in a single transaction or a series of related transactions, of any negotiations with of the outstanding shares of any Person solely with respect to SPACclass or series of equity securities or debt securities of Seller, the Company or provide any non-public information of its Subsidiaries or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)interests therein, (ii) enter intothe acquisition (or any lease, or encourage SPAC to enter intolicense, any acquisition agreement, merger long-term supply agreement or similar definitive agreementother 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 letter of intent, memorandum of understanding its Subsidiaries or agreement in principle, or any other agreement relating to interests therein (on a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACconsolidated basis), (iii) grant the merger, consolidation or combination of Seller, the Company or any waiverof its Subsidiaries or (iv) the recapitalization, amendment restructuring, reorganization, liquidation, dissolution or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely other extraordinary transaction with respect to SPACSeller, the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition Transaction”), or (ivb) otherwise knowingly facilitate enter into any such inquiriescontract or agreement concerning or relating to an Acquisition Transaction, proposalsin each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, discussionsproposal 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 persons 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 any effort or attempt by any Person that could reasonably be expected to make a Business Combination Proposallead to, an Acquisition Proposal Transaction. Prior to the Closing, Seller shall not transfer, dispose of or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting put an Encumbrance on the foregoing, it is agreed that any violation equity securities of the restrictions set forth in this Section 6 by Affiliates Company or any of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACSubsidiaries.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on through the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsClosing, for the benefit of the Company, Sponsor shall Sellers will not, and shall cause its their respective officers, employees, representatives, advisers, agents and Affiliates not to, directly or indirectly (i) indirectly, solicit, encourage, facilitate or initiate any inquiries or the making of any proposals or offers from, engage in negotiations with any Person solely with respect to SPACor discussions with, or provide any non-public information or data concerning SPAC to to, or otherwise cooperate in any manner with, any Person relating or group of Persons (other than Buyer and its Affiliates) concerning any direct or indirect sale or other disposition of, or merger, consolidation, business combination or similar transaction involving, all or any portion of the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts. Sellers shall, and shall cause their respective officers, employees, representatives, advisers, agents and Affiliates to, a Business Combination Proposalimmediately cease and cause to be terminated any existing activities, an Acquisition Proposal discussions or Alternative Transaction (in each case, solely negotiations with any parties conducted heretofore with respect to SPAC) or afford to any Person access to of the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate foregoing. Sellers shall promptly notify Buyer if any such inquiries, proposalsproposals or offers are received by, discussionsany such information is requested from, or any such negotiations or any effort discussions are sought to be initiated or attempt continued with or about the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts and shall promptly request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts to return or destroy in accordance with the applicable confidentiality agreement, all confidential information heretofore furnished to such person by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation on behalf of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach Sellers. (b) From the date of this Section 6 by Sponsor. For avoidance of doubtAgreement until the Closing, this Section 6 shall in no way restrict any officer or director of Sponsor or neither Buyer nor its Affiliates from duly exercising his or her authoritywill take, or otherwise acting in his agree or her capacitycommit to take, as officer any action for the purpose of impeding the ability of Buyer to consummate the transactions contemplated by this Agreement or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACAncillary Agreement.

Exclusivity. During the period beginning on From the date of this Agreement and ending on until the earlier to occur of (a) the Closing and (b) the date on which the BCA is validly terminated termination of this Agreement in accordance with its termsARTICLE VIII, for the benefit of the Company, Sponsor each Seller Party shall not, and shall cause its Affiliates not to, directly or indirectly indirectly, through any officer, director, employee, agent or Affiliate, enter into any agreement, agreement in principle or other commitment (iwhether or not legally binding) relating to any business combination with, recapitalization of, or 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 negotiations with proposal or offer from any Person solely with respect relating to SPACany Competing Transaction, nor participate in any or continue any ongoing discussions or negotiations regarding, or provide any non-public information or data concerning SPAC furnish to any Person relating any information with respect to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (otherwise cooperate in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoway with, or encourage SPAC to enter intoassist or participate in, any acquisition agreementfacilitate or encourage, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make effect a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect Competing Transaction. Notwithstanding anything to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth contrary contained in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt5.9, this Section 6 Agreement shall in no way event restrict or limit any officer Seller discussions or director negotiations in respect of Sponsor 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 Affiliates from duly exercising his to abdicate this Agreement or her authority, any Ancillary Agreement or otherwise acting in his or her capacity, as officer or director of any entity (including with respect avoid its obligations to any consummate the Closing and the other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACtransactions contemplated by this Agreement and the Ancillary Agreements.

Exclusivity. During Seller agrees that between the period beginning on Effective Date and the date earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, Seller will not, will not permit the Company to, and ending on will take all action necessary to ensure that none of its or the earlier Company’s Affiliates or any of their respective Representatives will: (a) solicit, initiate, encourage, pursue or accept any other proposals or offers from any Person (other than Buyer and its Affiliates) relating to the Closing and acquisition or purchase of all or any substantial portion of the Business or the Company’s assets, whether effected by sale of assets, sale of stock, merger, reorganization, equity exchange or issuance, business combination or otherwise, other than Inventory to be sold in the ordinary course of business consistent with past practice; or (b) the date on which the BCA is validly terminated participate in accordance with its termsany negotiations, for the benefit of the Companyor initiate any discussions, Sponsor shall notconversations or other communications (or continue any discussions, conversations or other communications initiated by others) regarding, or furnish to any other Person (other than Buyer and shall cause its Affiliates not and their respective Representatives) any information with respect to, directly or indirectly (i) initiate otherwise cooperate in any negotiations with any Person solely with respect to SPACway with, assist or provide any non-public information or data concerning SPAC to any Person relating toparticipate in, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, facilitate or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any other Person (other than Buyer and its Affiliates and their respective Representatives) to make a Business Combination Proposalseek to do any of the foregoing; provided, an Acquisition Proposal or Alternative Transaction (in each casehowever, solely that with respect to SPAC). Without limiting the foregoing, it is agreed that any violation each of the foregoing in clauses (a) and (b), such prohibitions and restrictions set forth in will only apply if the Membership Interests or assets of the Company constitute all or substantially all of the equity interests or assets subject to the proposed transaction; provided that this Agreement (including this Section 6 by Affiliates of Sponsor 5.3) shall be deemed to be a breach of this Section 6 by Sponsorremain in effect in connection with any such transaction. For avoidance of doubt, this Section 6 shall Seller will notify Buyer promptly if Seller or the Company receives in no way restrict writing any officer such proposal or director of Sponsor or its Affiliates from duly exercising his or her authorityoffer, or otherwise acting in his or her capacityany other written communication, as officer or director of from any entity (including other Person with respect to such a potential acquisition. Seller will notify Buyer promptly if Seller or the Company receives in writing any such proposal or offer, or any other special purpose acquisition companies and/or their sponsors) written communication, from any other than Sponsor or SPACPerson with respect to such a potential acquisition.

Exclusivity. (a) During the period beginning on from the date hereof to the earlier of the date of termination of this Agreement and ending on the earlier of (a) pursuant to Section 10.1 or the Closing Date, the Sellers and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall not authorize or cause its Affiliates not any of their Affiliates, agents or representatives or any other Acquired Company to, directly or indirectly indirectly, (ia) initiate 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 discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or 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 solely with respect to SPAC, (other than Purchaser and its Affiliates) conducted on or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to before the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including date hereof with respect to any other special purpose acquisition companies and/or their sponsorsCompeting Transaction unless and until this Agreement is terminated pursuant to Section 10.1. (b) other than Sponsor The Company or SPACthe 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 Transaction and the material terms of the request, Competing Transaction or inquiry, and the Company or Sellers shall inform the Person making such inquiry that it is subject to an obligation of exclusivity but shall not otherwise respond. (c) The Company and the Sellers agree that the rights and remedies for noncompliance with this Section 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 the period beginning on (a) From the date hereof until the earlier of the termination of this Agreement and ending on or the earlier of (a) Closing, the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates officers, directors, Affiliates, managers, consultant, employees, representatives and agents (“Representatives”) not to, directly or indirectly indirectly, (i) initiate any encourage, solicit, initiate, engage or participate in negotiations with any Person solely with respect to SPAC, or provide concerning any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Transaction, (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or take any other agreement action intended or designed to facilitate the efforts of any Person relating to a Business Combination Proposal, an Acquisition Proposal or possible Alternative Transaction (in each case, solely with respect to SPAC), or (iii) grant approve, recommend or enter into any waiverAlternative Transaction or any Contract related to any Alternative Transaction. Immediately following the execution of this Agreement, amendment the Company shall, and shall cause each of its Representatives, to immediately terminate any existing discussion or release under negotiations with any confidentiality agreement Persons other than Parent and Sponsor concerning any Alternative Transaction. The Company shall be responsible for any acts or the anti-takeover Laws omissions of any state in connection with a Business Combination Proposalof its respective Representatives that, an Acquisition Proposal if they were the acts or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation omissions of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall Company, would be deemed to be a breach of this Section 6 its obligations hereunder (it being understood that such responsibility shall be in addition to and not by Sponsor. For avoidance way of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director limitation of any entity (including right or remedy the Company may have against such Representatives with respect to any other special purpose acquisition companies and/or their sponsors) such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving the Company (other than Sponsor the transactions contemplated by this Agreement): (A) any merger, consolidation, share exchange, business combination or SPACother similar transaction or (B) any sale, lease, exchange, transfer or other disposition of all or a material portion of the assets of such the Company or any of its Subsidiaries (other than sales of inventory in the ordinary course of business) or any class or series of the capital stock or other equity interests of the Company, 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 the Company or any of its respective Representatives (each, an “Alternative Proposal”), the Company shall promptly 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 Alternative Proposal.

Exclusivity. (a) During the period beginning on Interim Period, the date Company shall not take, and it shall direct its Affiliates and Representatives not 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 knowingly 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 substantially all of the stock or assets of the Company and its Subsidiaries, taken as a whole (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 ending on the earlier of (a) other Transaction Agreements and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 9.04(a). The Company shall, and shall cause direct its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, Acquiror shall not take, and it shall direct its Affiliates and Representatives not 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 knowingly encourage, respond to, provide information to or commence due diligence with respect to, any non-public information Person (other than the Company, its shareholders and/or any of their Affiliates or data Representatives), concerning SPAC or relating to any Business Combination involving Acquiror or which is otherwise 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 “Business Combination Proposal”) other than with the Company, its shareholders and their respective Affiliates and Representatives 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, a Business Combination Proposal other than with the Company; 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 direct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating 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, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning Pre-Closing Period, none of the Company or any of its Affiliates, directors, officers, employees, Representatives or agents shall, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving an investment in, merger, consolidation, recapitalization (or similar transaction), business combination, purchase or disposition of any material amount of the assets of the Company or any capital stock or other Equity Interest in the Company or any of its Subsidiaries (other than sales of inventory in the ordinary course of business), other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (b) facilitate, encourage, support, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (c) furnish or cause to be furnished to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company shall, and shall cause its Affiliates, directors, officers, employees, Representatives or agents to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted prior to or on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsorsAcquisition Transaction, and (ii) within two (2) Business Days hereof, terminate access by any third party (other than Sponsor Parent and its Representatives and Affiliates) to all online and other data rooms containing information with respect to the Company and demand that any such information provided to any third party be promptly returned or SPACdestroyed in accordance with applicable confidentiality agreements. The Company and Stockholders’ Representative shall promptly (and in any event within two (2) Business Days) advise Parent in writing if the Company, any of its Affiliates, or any of its directors, officers, employees or other Representatives receives any proposal for an Acquisition Transaction, any request for information with respect to any such Acquisition Transaction or any inquiry with respect to, or which could reasonably be expected to result in, an Acquisition Transaction (including advising Parent of the material terms and conditions of such request, proposal or inquiry).

Exclusivity. During 2.1 In consideration of the period beginning Purchaser granting the Put Option on the terms of 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: (a) enter into, participate in or continue discussions or negotiations with any Third Party in connection with or with a view to agreeing or implementing an Alternative Transaction; (b) allow any Third Party (or its Representatives) to have access (or continued access) or otherwise provide to any Third Party (or its Representatives) any information in connection with or with a view to agreeing or implementing an Alternative Transaction, or otherwise co-operate with, assist or participate in any approach, proposal or offer in connection with or with a view to agreeing or implementing an Alternative Transaction; (c) solicit, initiate or encourage offers or expressions of interest from Third Parties in connection with or with a view to agreeing or implementing an Alternative Transaction; or (d) enter into any agreement or arrangement (whether or not conditional) in connection with or 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 Agreement Deed and ending on LON4379624t3erminate upon the earlier of (the Exclusivity Period): (a) the Closing and 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 on which of termination of the BCA is validly terminated SPA in accordance with its termsthe 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 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 relation to, 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 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 CompanySellers and their respective Affiliates, Sponsor shall notthe 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 cause its Affiliates not have any liability for or in respect of any breach of any of the warranties given by LCH or LSEG (and the Purchaser shall have no remedy or recourse against LCH or LSEG for any such breach) unless and until the SPA is entered into by all parties to it (and then only on, and subject to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation terms of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACSPA).

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement pursuant to Section 8.1, for the benefit none of the CompanyWarrantors and the Company or any of their respective Affiliates, Sponsor shall notofficers, directors, representatives or agents shall, and the Warrantors and the Company shall cause its Affiliates the other Group Companies and their respective Affiliates, officers, directors, representatives and agents not to, directly or indirectly (i) initiate solicit, initiate, consider, encourage or accept any negotiations with other proposals or offers from any Person solely with respect (A) relating to SPACany 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 provide (B) to enter into any non-public information merger, consolidation, business combination, recapitalization, reorganization or data concerning SPAC other extraordinary business transaction involving or otherwise relating to any Person relating toGroup Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions, conversations, negotiations and other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing. The Warrantors and the Company shall, it is agreed that any violation of and shall cause the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed other Group Companies to, immediately cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including 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 special purpose acquisition companies and/or their sponsors) 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 than Sponsor 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 SPACwaive any provision of, any confidentiality or standstill agreement to which any Warrantor or Group Company is a party.

Exclusivity. During In consideration of the period beginning on 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, from and after the date hereof through the earlier of the Closing or the termination of this Agreement and ending on the earlier of pursuant to Article 8, no Seller, any Affiliate thereof (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsincluding any Company Entity or any director, for the benefit officer or employee of the Company, Sponsor shall not, and shall cause its Affiliates not tosame) or any financial or other advisor of a Seller or a Company Entity shall, directly or indirectly (i) initiate indirectly, enter into, continue or otherwise participate in any discussions or negotiations regarding, except as required or permitted herein, furnish to any Person any information regarding, or take any action to solicit, initiate, encourage or facilitate the making or submission of any proposal or offer from any Person relating to the acquisition, directly or indirectly, of any Company Entity, 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 Buyer that, as of the date hereof, all discussions, negotiations and other activities with any other Person solely by or on behalf of the Sellers of any Company Entity or otherwise with respect to SPACthe Business or, other than in the Ordinary Course of Business, assets of the 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 provide other transaction involving the Business. The Sellers shall notify the Buyer of any non-public information inquiry or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to proposal received by the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, Sellers or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Company Entity with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor such transaction within 24 hours of receipt or SPACawareness 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, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Buyer and that money damages would not provide an adequate remedy to the Buyer.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing Interim Period, PGHL shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (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 (bother than any purchases of equity securities by PGHL from employees of PGHL or its Subsidiaries) or any merger or sale of substantial assets involving PGHL or its Subsidiaries, other than immaterial assets or assets sold in the date on which ordinary course of business or transactions permitted by Section 7.01(d) (each such acquisition transaction, but excluding the BCA is validly terminated in accordance with its termsTransactions, for the benefit of the Company, Sponsor shall notan “Acquisition Transaction”). PGHL shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, 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 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 non-public information Person (other than PGHL, its shareholders and/or any of their Affiliates or data concerning SPAC 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 shareholders and their respective Affiliates and Representatives. FTAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating 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, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (a) until the Closing and (b) or, if earlier, the date on which the BCA is validly terminated termination of this Agreement in accordance with its terms, for the benefit of the Company, Sponsor Seller Parties shall not, and shall cause its Affiliates their Representatives not to, directly or indirectly indirectly: (i) initiate or knowingly solicit the submission of any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any Acquisition Proposal (as hereinafter defined) or engage in any discussions or negotiations with any Person solely respect thereto or otherwise knowingly cooperate with respect to SPACor knowingly assist or participate in, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsdiscussions or negotiations, or negotiations (ii) approve or any effort recommend, or attempt by any Person publicly propose to make a Business Combination Proposalapprove or recommend, an Acquisition Proposal or Alternative Transaction (enter into any merger agreement, letter of intent, agreement in each caseprinciple, solely with respect stock purchase agreement, asset purchase agreement, license agreement, or stock exchange agreement, option agreement or other similar agreement relating to SPAC). Without limiting an Acquisition Proposal or enter into any agreement or agreement in principle requiring Seller Parties to abandon, terminate or fail to consummate the Agreement or breach their obligations hereunder or propose or agree to do any of the foregoing. Seller Parties shall, it is agreed that and shall cause their Representatives to, immediately cease and take any violation solicitation, knowing encouragement, discussion or negotiation with any Persons conducted by Seller Parties or any of their Representatives prior to the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach date of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Agreement with respect to any Acquisition Proposal. (b) For purposes of this Agreement, “Acquisition Proposal” means any bona fide offer or proposal, or any indication of interest in making a bona fide offer or proposal, made by a Person or group at any time that is structured to permit such Person or group to acquire, in one transaction or a series of transactions, beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a whole, pursuant to a merger, consolidation or other special purpose acquisition companies and/or their sponsorsbusiness combination, sale of shares of capital stock, sale of assets, license of assets (including any Owned Intellectual Property) outside the ordinary course of business, tender offer or exchange offer or similar transaction, in each case other than Sponsor or SPACthe transactions contemplated hereby.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsInterim Period, for the benefit neither DLQ Parent nor any member of the CompanyCompany Group, Sponsor shall, and such Persons shall notcause each of their respective Representatives not to, without the prior written consent of Parent (which consent may be withheld in the sole and absolute discretion of Parent), 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 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 Affiliates not toRepresentatives, directly to terminate any existing discussion or indirectly (i) initiate any negotiations with any Person solely 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 by way of limitation of any right the Parent may have against such Representatives with respect to SPACany such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving DLQ Parent or provide the Company or their respective Subsidiaries (other than the transactions contemplated by this Agreement or the Additional Agreements): (A) any nonmerger, consolidation, share exchange, business combination or other similar transaction (other than between or among such party and/or its wholly-public information owned Subsidiaries), (B) any sale, lease, exchange, transfer or data concerning SPAC other disposition of all 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 Subsidiaries in a single transaction or series of transactions, (C) with respect to the Company, any purchase, lease, exchange, transfer or other acquisition of (1) all or a material portion of the assets of any Person relating toby the Company or (2) any capital stock or other equity interests of any Person by the Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) in a single transaction or afford to any Person access to the business, properties, assets or personnel series of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACtransactions.

Exclusivity. During the period beginning on from the date of this Agreement and ending on until the earlier to occur of (a) the Closing and (b) the date on which the BCA is validly terminated termination of this Agreement in accordance with its terms, for the benefit of the Company, Sponsor Sellers shall not, and shall cause its not permit any of their Controlled Affiliates not (including the Transferred Subsidiaries) or their respective officers, directors, employees, partners, members, managers, equityholders, agents, advisors or other representatives (“Representatives”) to, (a) directly or indirectly (i) indirectly, solicit, encourage or initiate any Acquisition Proposal, (b) participate in any discussions or negotiations with regarding, furnish any Person solely information with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal assist or Alternative Transaction (participate in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (facilitate in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or manner any effort or attempt by any Person third party to make a Business Combination Proposal, an Acquisition Proposal do or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting seek any of the foregoing, it is agreed 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 any violation have a business relationship with the Business in the Ordinary Course of Business consistent with past practice for purposes of facilitating the restrictions set forth in Business’s ordinary business activities). Promptly after the execution of this Section 6 by Agreement, Sellers shall, and shall cause their Controlled Affiliates of Sponsor shall be deemed and Representatives to, immediately cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated any solicitations, this Section 6 shall in no way restrict discussions or negotiations with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including third party that may be ongoing with respect to any other special purpose acquisition companies and/or Acquisition Proposal and shall request each third party that has been provided by or on behalf of Sellers or their sponsorsControlled 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 Sellers or any of their Controlled Affiliates or Representatives receives an inquiry, proposal or offer with respect to an Acquisition Proposal on or after the date hereof and prior to the Closing, Sellers will provide Buyer with prompt (and in any event within one (1) other than Sponsor or SPACBusiness Day) notice thereof.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (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 Closing and (b) or, if applicable, the date on which termination of the BCA is validly terminated Agreement in accordance with its terms), for the benefit of the Company, Sponsor Seller shall not, and shall cause take all action necessary to ensure that none of its Affiliates subsidiaries or any of their respective Representatives shall, and shall not authorize its subsidiaries or any of their respective Representatives to, directly or indirectly indirectly: (i) initiate solicit, initiate, consider, encourage or accept any negotiations with any Person solely with respect to SPAC, other proposals or provide any non-public information or data concerning SPAC to offers from any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to direct or indirect acquisition or purchase of all or any portion of the businessSpecified Business or the Purchased Assets, propertieswhether effected by sale of assets, assets sale of stock, merger or personnel of SPAC otherwise, other than (in each case, solely in their respective capacities i) as businesses, properties, assets or personnel of SPAC disregarding whether they are shared expressly permitted by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Section 5.1, (ii) enter into, inventory of the Products sold or encourage SPAC to enter into, any acquisition agreement, merger agreement disposed of in the ordinary course of business or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment non-exclusive licenses granted to Third Party service providers of Seller or release under any confidentiality agreement or the anti-takeover Laws of any state its subsidiaries in connection with a Business Combination Proposalprovision of services in the ordinary course of business; or (ii) participate in any discussions, an Acquisition Proposal conversations, negotiations or Alternative Transaction (in each caseother communications regarding, solely or furnish to any other Person any information with respect to SPAC)to, or (iv) otherwise cooperate in any way, assist or participate in, knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor . Seller immediately shall be deemed cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any other special purpose acquisition companies and/or their sponsorsof the foregoing. (b) other than Sponsor Seller shall notify Purchaser promptly, but in any event within two Business Days, orally and in writing if any such proposal or SPACoffer, or any inquiry with respect to the same, with respect to the Specified Business or Purchased Assets is made. Any such notice to Purchaser shall indicate in reasonable detail the terms and conditions of such proposal offer or inquiry.

Exclusivity. a. During the period beginning on the date of this Agreement Interim Period, Intel Member shall not and ending on the earlier of (a) the Closing shall cause its Affiliates and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit all members of the CompanyIntel Group not to, Sponsor directly or indirectly, without the prior written consent of Co-Investor Member: (i) solicit, initiate or knowingly facilitate or encourage the submission of inquiries, proposals or offers from, or negotiations or other discussions with, any Person (other than Co-Investor Member and its Affiliates or their respective Representatives or at the direction of Co-Investor Member and its Affiliates or their respective Representatives) (each, a “Third Party”) relating to any financing, investment or acquisition (whether through any merger, consolidation or other business combination or any equity or asset sale or other disposition), sale of the equity interests or assets of the Company or any other transaction of a similar nature relating to Fab 34 and its related assets (each, an “Alternative Transaction”), (ii) enter into or participate in any negotiations, or initiate any discussions or continue any discussions initiated by others, with any Third Party with respect to or in furtherance of any Alternative Transaction or (iii) with respect to or in furtherance of a possible Alternative Transaction, knowingly furnish to any Third Party any information with respect to Fab 34, the Business, or any aspect of the negotiations or discussions with respect to the Transaction. Intel Member shall notnotify Co-Investor Member of any Alternative Transaction proposal received within two (2) Business Days of receipt of the same by any member of the Intel Group. b. As of the Execution Date, Intel Member shall, and shall cause its Affiliates not and all members of the Intel Group to, directly or indirectly (i) initiate immediately cease (x) any existing discussions or negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC Third Party and (y) the provision to any Person relating toThird Party of any information in connection with, a Business Combination Proposal, an Acquisition Proposal regarding or in furtherance of any Alternative Transaction (including by terminating access to any physical or electronic data rooms hosted by or on behalf of Intel Member) and (ii) request any Third Party to promptly return or destroy any information received in connection with, in each case, solely regarding or in furtherance of any Alternative Transaction. c. “Bad Actor” Representations. Co-Investor Member shall promptly inform the Company in writing if at any time after the Closing any of the representations in Annex 1 are no longer accurate with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (such Person. The information in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely Annex 1 remains accurate with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the antiCo-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation Investor Member as of the restrictions set forth Execution Date until the date on which Co- Investor Member has otherwise notified the Company in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall writing in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including accordance with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACthe immediately preceding sentence.

Exclusivity. (a) During the period beginning on Pre-Closing Period, the Company hereby covenants and agrees that it: (i) will discontinue and cause to be terminated any activities or negotiations currently in process or under discussion with any Person regarding any offer or proposal or indication of interest in a merger, consolidation or other business combination involving any Equity Interest in, or a substantial portion of the assets of, the Company; (ii) will not, and will cause its employees, officers, directors, investment bankers, financial advisors, attorneys or other agents or authorized representatives, directly or indirectly, not to: (A) solicit or encourage, or take any other action to facilitate, any inquiries or the making of any proposal relating to, any Competing Transaction, (B) enter into discussions or negotiate with any Person with respect to any Competing Transaction, or (C) endorse or agree to endorse any Competing Transaction. Promptly following the receipt of any inquiry, proposal or other communication relating to a Competing Transaction (and in any event within two Business Days thereafter), the Company will notify Purchaser of such receipt and provide a description, in reasonable detail, of all material terms of such inquiry or proposals. For purposes of this Agreement, a “Competing Transaction” means any of the following: (I) any merger, consolidation, share exchange, business combination, joint venture, partnership, or similar transaction (or series of transactions) involving the Company; (II) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of a material portion of the assets of the Company, (III) any transaction contemplating either the issuance by the Company of share capital, or the acquisition (directly or indirectly) by any Person of any of the Company’s share capital (excluding in connection with the exercise of Company Convertible Instruments, Company Warrants and Company Options outstanding as of the date of this Agreement in accordance with their terms), other than financing agreements, which the Company shall be entitled to pursue during the Pre-Closing Period, provided, that, those financing agreements will not contain any provisions that could interfere with the consummation of the transactions contemplated hereby and ending on each party to such financing agreements shall sign the earlier of Voting Agreement as a condition to providing financing to the Company; or (aIV) any similar transaction, in each case other than the Closing and transactions contemplated by this Agreement. (b) Prior to execution of this Agreement, the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall notCompany has discontinued and caused to be terminated, and shall cause its Affiliates will continue during the Pre-Closing Period to prevent and not toprovide or permit, directly any access to any data room (whether virtual or indirectly (i) initiate any negotiations with any Person solely with respect to SPACphysical), including the Data Room, or provide any other non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) Company in connection with a Business Combination Proposalany Competing Transaction, an Acquisition Proposal or Alternative Transaction other due diligence activities on the part of any Person other than Purchaser and its officers, directors, members, shareholders, affiliates, employees, agents, advisors (in each caseincluding financial advisors, solely with respect to SPACattorneys and accountants), (ii) enter into, consultants or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACrepresentatives.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor The Company agrees that it shall not, and shall not permit any of its subsidiaries to, and will cause its Affiliates and their respective officers, directors, employees, advisors (including attorneys, accountants, financial advisors, consultants and investment bankers), agents and representatives not to, at any time from November 25, 2015 through January 29, 2016 (the “Exclusivity Period”), directly or indirectly indirectly, (ia) solicit, initiate or actively encourage submission of proposals or offers from any person or entity, other than Z Capital and its affiliates, relating to any acquisition of the Company or any of its subsidiaries or a material portion of their respective assets or voting securities, or any business combination involving the Company or any of its subsidiaries, or (b) participate in any negotiations with any Person solely with respect to SPACregarding, or provide furnish to any other person or entity any non-public information or data concerning SPAC to any Person relating with respect to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (otherwise further cooperate in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoway with, or encourage SPAC to enter intoassist or actively participate in, any acquisition agreementactively facilitate or encourage, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person other person or entity other than Z Capital and its affiliates to make a Business Combination Proposaldo or seek any of the foregoing. During the Exclusivity Period, an Acquisition Proposal the Company shall promptly advise Z Capital if any such proposal or Alternative Transaction (in each caseoffer, solely or any inquiry by any person or entity with respect thereto, is made, shall promptly inform Z Capital of all the terms and conditions thereof, and shall furnish to SPACZ Capital copies of any such written proposal or offer and the contents of any communications in response thereto. In addition, the Company agrees that it will immediately cease, from November 25, 2015 through the end of the Exclusivity Period, any existing discussions or negotiations with any person or entity other than Z Capital and its affiliates that relate to, or may reasonably be expected to lead to, any transaction of the type described in Section 1(a). Without limiting During the Exclusivity Period, Z Capital shall (i) negotiate with the Company on the terms of the potential Transaction in good faith, (ii) reasonably diligently pursue arrangements to finance the potential transaction (giving due consideration to the end of year holiday period), and (iii) keep the Special Committee reasonably informed (on at least a weekly basis), regarding its arrangements to finance the potential Transaction; provided that to the extent Z Capital breaches any of the foregoing, it is agreed that any violation of the restrictions set forth in Company shall have the right to terminate this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACAgreement.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing and Interim Period, the Company shall not take, nor shall it permit any of its controlled 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 (bother 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) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor 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 notnot 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 Affiliates not controlled affiliates to, directly and shall cause their respective Representatives to, immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Company Business Combination Proposal. (b) During the Interim Period, an Acquisition Proposal Novus shall not, nor shall Novus permit any of its controlled affiliates or Alternative Transaction 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 combination transaction or any other “Business Combination” (as defined in the Novus Organizational Documents), in each case, solely with respect to SPAC) or afford to any Person access to other than the business, properties, assets or personnel of SPAC Transactions (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a “Novus Business Combination Proposal”). In addition, an Acquisition Proposal or Alternative Transaction (in each caseNovus shall, solely with respect to SPAC)and shall cause its controlled affiliates to, (ii) enter intoand shall cause their respective Representatives to, or encourage SPAC to enter into, immediately cease any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, and all existing discussions or negotiations or any effort or attempt by with any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACNovus Business Combination Proposal.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing Interim Period, but only to the extent not inconsistent with the fiduciary duties of the SPAC Board, (i) SPAC shall not, and will 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 that would reasonably be expected to constitute or lead to, a Competing SPAC Transaction or (B) participate in any negotiations with any third-party regarding a Competing SPAC Transaction; (ii) SPAC will, and will cause its Representatives to, (A) terminate immediately any negotiations with any third-party relating to a Competing SPAC Transaction and (B) promptly advise the Company in writing of any proposal regarding a Competing SPAC Transaction involving third-party that it may receive (it being understood that SPAC will not be required to inform the Company of the identity of the person making such proposal or the material terms thereof). (b) During the date on which Interim Period, (i) the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause not permit the Parent or any of the Company’s Subsidiaries to, and shall direct its Affiliates Representatives acting on its behalf not to, directly or indirectly indirectly, (iA) initiate initiate, seek, solicit, knowingly facilitate or encourage, submit an indication of interest for, any inquiries, proposals or offer from any person relating to a Competing Company Transaction, (B) participate in any discussions or negotiations with any person regarding, or furnish or make available to any person any information relating to the Company or its Subsidiaries with respect to, a Competing Company Transaction, other than to make such person aware of the provisions of this Section 10.8 or (C) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any person relating to a Competing Company Transaction; (ii) the Company shall, and shall cause its Representatives to (A) terminate immediately any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement person relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Competing Company Transaction and (in each case, solely with respect B) promptly advise SPAC of any proposal regarding a Competing Company Transaction that it may receive (it being understood that the Company will not be required to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement inform SPAC of the identity of the person making such proposal or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACmaterial terms thereof), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on (a) The Company shall immediately cease any existing discussions and negotiations with any third parties conducted prior to the date hereof with respect to any Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Acquisition Proposal until the earlier of the consummation of the Transactions or the termination of this Agreement and ending on pursuant to Section 8.1. Until the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the CompanyTransactions or the valid termination of this Agreement pursuant to Section 8.1 hereof, Sponsor shall not, and shall cause neither the Company nor any of its Affiliates not toSubsidiaries shall, directly or indirectly indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, equityholders, financial advisors, accountants or other representatives or agents, directly or indirectly, (i) initiate initiate, solicit, pursue, discuss or encourage any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) continue or engage in negotiations with any Person solely with respect to SPACor discussions concerning, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination any Acquisition Proposal other than information to any other Person which is traditionally provided in the regular course of business to third parties where the Company and its officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any such Acquisition Proposal, or (iii) agree to, approve or recommend, or otherwise enter into any Contract with respect to, any Acquisition Proposal. (b) For purposes of this Agreement, an “Acquisition Proposal Proposal” means any proposal, Contract, offer or Alternative Transaction (in each case, solely inquiry by any Person or Persons for or with respect to SPAC(regardless how structured) (i) the acquisition of twenty percent (20%) or afford more of any class of the equity interests of the Company or any of its Subsidiaries pursuant to any Person access to the businessa merger, propertiesconsolidation, assets dissolution, recapitalization, refinancing or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)otherwise, (ii) enter intoa transaction pursuant to which the Company issues or would issue, or encourage SPAC to enter intosuch Person or Persons acquires or would acquire, twenty percent (20%) or more of any acquisition agreement, merger agreement or similar definitive agreement, class of the equity interests of the Company or any letter of intent, memorandum of understanding Subsidiary thereof or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant a transaction pursuant to which such Person or Persons acquires or would acquire in any waivermanner, amendment directly or release under indirectly, any confidentiality agreement or assets of the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations Company or any effort Subsidiary thereof constituting twenty percent (20%) or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation more of the restrictions set forth in this Section 6 by Affiliates fair market value of Sponsor the assets of the Company and its Subsidiaries taken as a whole. (c) Buyer shall be deemed immediately cease any existing discussions and negotiations with any third parties conducted prior to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including the date hereof with respect to any Buyer Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Buyer Acquisition Proposal until the earlier of the consummation of the Merger or the termination of this Agreement pursuant to Section 8.1. Until the earlier of the consummation of the Transactions or the valid termination of this Agreement pursuant to Section 8.1 hereof, neither Buyer nor Merger Sub shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, equityholders, financial advisors, accountants or other special purpose acquisition companies and/or their sponsorsrepresentatives or agents, directly or indirectly, (i) initiate, solicit, pursue, discuss, inquire about or make any proposal that constitutes a Buyer Acquisition Proposal, (ii) continue or engage in negotiations or discussions concerning, or provide any information to or request any information from any Person relating to, any Buyer Acquisition Proposal other than Sponsor information to or SPACfrom any other Person which is traditionally provided in the regular course of business to third parties where Buyer, Merger Sub and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any such Buyer Acquisition Proposal, or (iii) agree to, approve or recommend, or otherwise enter into any Contract with respect to, any Buyer Acquisition Proposal. (d) For purposes of this Agreement, a “Buyer Acquisition Proposal” means any proposal, Contract, offer or inquiry by any Person or Persons for or with respect to (regardless how structured) (i) the acquisition of twenty percent (20%) or more of any class of the equity interests of another Person pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise, (ii) a transaction pursuant to which another Person issues or would issue, or Buyer, its stockholders or any of its Subsidiaries acquire or would acquire, twenty percent (20%) or more of any class of the equity interests of such other Person or (iii) a transaction pursuant to which Buyer or any of its Subsidiaries acquires or would acquire in any manner, directly or indirectly, any assets of another Person constituting twenty percent (20%) or more of the fair market value of the assets of such other Person.

Exclusivity. (a) During the period beginning on Interim Period, the date Company shall not take, and it shall direct its Affiliates and Representatives not 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 knowingly encourage, respond to, or provide information to, any Person (other than Quantum or any of its Affiliates or Representatives) concerning any merger, recapitalization or similar business combination transaction, or any sale of substantially all of the assets involving the Company and its Subsidiaries, taken as a whole (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 ending on the earlier of (a) other Transaction Documents and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 10.03(a). The Company shall, and shall cause direct its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. Furthermore, if the Company, any of its Subsidiaries or any of their respective Representatives receives any inquiry or proposal with respect to SPACan Acquisition Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than forty eight (48) hours after the Company becomes aware of such inquiry or proposal) (1) advise Quantum orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and (2) provide Quantum with a copy of such inquiry or proposal, if in writing. (b) During the Interim Period, Quantum 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 to, provide information to or commence due diligence with respect to, any non-public information Person (other than the Company, its shareholders or data concerning SPAC 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 shareholders and their respective Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 10.03(b). Quantum shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating 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. If Quantum, an Acquisition Proposal any of its Affiliates or Alternative Transaction (in each case, solely any of their respective Representatives receives any inquiry or proposal with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination ProposalProposal at any time prior to the Closing, an Acquisition Proposal then Quantum shall promptly (and in no event later than forty eight (48) hours after Quantum becomes aware of such inquiry or Alternative Transaction proposal) (1) advise the Company orally and in each casewriting of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, solely with respect to SPAC), and the terms thereof) and (iii2) grant any waiver, amendment or release under any confidentiality agreement or provide the anti-takeover Laws of any state in connection Company with a Business Combination Proposalcopy of such inquiry or proposal, an Acquisition Proposal or Alternative Transaction (if in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACwriting.

Exclusivity. (a) During the period beginning on Interim Period, the date Company shall not take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) 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 SPAC 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 ending on the earlier of (a) other Transaction Agreements and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions and the transactions contemplated by the other Transaction Agreements shall notnot 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 (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or 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 non-public information Person (other than the Company, its stockholders or data concerning SPAC 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 Person relating to, Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than with the Company, its stockholders and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions and the transactions contemplated by the other Transaction Agreements shall not be deemed a violation of this Section 8.03(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 date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Alternate Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on the date of Except with respect to this Agreement and ending on the earlier transactions contemplated hereby, neither the Company nor the Stockholders and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the Closing and making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) the date on which the BCA is validly terminated engage in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPACconcerning, or provide any non-public confidential information or data concerning SPAC to any Person relating to, a Business Combination or have any substantive discussions with, any person relating to an Acquisition Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (ivc) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or cooperate in any effort or attempt by any Person to make a Business Combination make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, has provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return or destruction thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or Alternative Transaction (in each casedata is requested from, solely with respect or any negotiations or discussions related to SPAC). Without limiting the foregoingan Acquisition Proposal are sought to be initiated or continued with, it is agreed that or any violation individual or entity referred to in the first sentence of the restrictions set forth this Section 8.10. The covenant contained in this Section 6 by Affiliates of Sponsor 8.10 shall be deemed to be a breach not survive any termination of this Section 6 by Sponsor. For avoidance of doubtAgreement pursuant to Sections 13.1, this Section 6 shall in no way restrict any officer 13.2 or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC13.3.

Exclusivity. During Until the period beginning on the date of Closing occurs or this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsterms (the “Exclusivity Period”), for the benefit of the Company(i) neither Seller nor any Company nor their representatives, Sponsor shall notshall, and shall cause its Affiliates not topermit any other person including, without limitation, ▇▇▇▇▇▇ Gull and/or ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, directly or indirectly (i) initiate indirectly, to solicit or negotiate any negotiations with proposal for or continue any Person solely negotiation with respect to SPACa transaction involving the Purchased Equity or any sale of substantially all of the assets outside the ordinary course of business involving any Company and (ii) neither Seller nor any Company nor their representatives including, without limitation, ▇▇▇▇▇▇ Gull and/or ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, shall solicit or negotiate any proposal regarding the sale of any Company directly or indirectly to or with any other bidder for any Company or any person who has expressed interest in or submitted a bid for any Company for a transaction, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to (and in this regard any Person such person shall be denied access to the businessvirtual data room during the Exclusive Period) any Company or communicate the terms or conditions of this Agreement. Seller and/or each Company agree that a breach of any term, properties, assets covenant or personnel provision of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel this Section 5.4 by any one of SPAC disregarding whether they are shared by other special purpose acquisition companies Seller and/or any Company or their representatives) representatives shall cause immediate, substantial and irreparable harm to Buyer, and that in connection with a Business Combination Proposalany suit, action or proceeding commenced by Buyer to enforce and/or remedy such breach, an Acquisition Proposal or Alternative Transaction (in each caseaction for damages will be insufficient, solely with respect and that such damages are difficult to SPAC)ascertain and there is no adequate remedy at law, (ii) enter intoand, or encourage SPAC to enter intoaccordingly, Buyer may seek and obtain such equitable relief, including injunctive relief, against Seller and/or any acquisition agreement, merger agreement or similar definitive agreement, Company or any letter third party unaffiliated with Buyer regarding negotiation and/ or consummation of intent, memorandum of understanding any transaction with such third party directly or agreement in principle, indirectly resulting or any other agreement relating to a Business Combination Proposalbreach by Seller and/or any Company of their obligations hereunder. Further, an Acquisition Proposal or Alternative Transaction (the foregoing shall not be in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws limitation of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect other remedy available to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACBuyer.

Exclusivity. During Until consummation of the period beginning on the date transactions contemplated hereby or termination of this Agreement pursuant to the provisions of Section Section 8.1, the Company will not (and ending on the earlier Company will not permit any of (aits Subsidiaries or any of its or their officers, directors, employees, agents, stockholders, partners, representatives or Affiliates to) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (iexcept, and solely, to the extent as required by Delaware law; provided that prior to taking any actions restricted by this Section 4.8 in reliance on this exception, the Company shall deliver to the Majority Purchasers prior written notice of such action and the Board shall have first sought the advice of counsel as to whether Delaware law requires such action) (a) initiate any negotiations with any Person solely with respect to SPACsolicit, initiate, or provide encourage the submission of any non-public information proposal or data concerning SPAC to offer from any Person relating to, a Business Combination Proposalor enter into or consummate any transaction relating to, an Acquisition Proposal (i) the reorganization, merger, liquidation, dissolution or Alternative Transaction (in each case, solely with respect to SPAC) refinancing of any of the Company or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)its Subsidiaries, (ii) enter intothe purchase or sale of any assets (other than a purchase or sale of inventory in the Ordinary Course of Business) or equity interests of, or encourage SPAC to enter intothe making of any other investment in, any acquisition agreement, merger agreement of the Company or similar definitive agreementany of its Subsidiaries, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment similar transaction or release under business combination involving any confidentiality agreement of the Company or any of its Subsidiaries or the anti-takeover Laws assets of any state of them (each of the foregoing actions described in connection with clauses (i) through (iii), a Business Combination Proposal, an Acquisition Proposal "Company Transaction") or Alternative Transaction (in each case, solely b) furnish any information with respect to SPAC)to, assist or (iv) otherwise knowingly participate in or facilitate in any such inquiries, proposals, discussions, or negotiations or other manner any effort or attempt by any Person or enter into any agreement to make do or seek to do any of the foregoing; provided that the transactions contemplated hereby shall not constitute a Business Combination ProposalCompany Transaction for purposes hereof. The Company agrees to notify the Majority Purchasers immediately if any Person makes any oral or any written proposal, an Acquisition Proposal offer, inquiry or Alternative Transaction (in each case, solely contact with respect to SPAC). Without limiting a potential Company Transaction and provide the foregoing, it is agreed that any violation of Majority Purchasers with the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or details thereof and their sponsors) other than Sponsor or SPACresponse thereto.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) the Pre-Closing and (b) the date on which the BCA is validly terminated in accordance with its termsPeriod, for the benefit of the Company, Sponsor Seller shall not, and shall cause its Affiliates (including the Company Group) not to, shall not authorize or permit any of Seller’s or its Affiliates’ their respective Representatives to and shall direct the other Related Parties not to, directly or indirectly (i) solicit, initiate or encourage the submission of any negotiations with proposal or offer from any Person solely (other than Purchaser and its Affiliates) with respect to SPACthe Company Group, the University, any Service Provider or any assets or properties owned, used or held for use by the Company Group, relating to any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or any material portion of the assets or equity interests in or of, the Company Group or (c) reorganization, recapitalization, restructuring, business combination or other similar transaction (a “Competing Transaction”), nor agree to or consummate any Competing Transaction, or provide participate in any non-public information or data concerning SPAC continue any ongoing discussions or negotiations regarding, or furnish to any Person relating other person or entity (other than Purchaser and its Affiliates and Representatives) any information with respect to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (otherwise cooperate in each case, solely any way with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make effect a Business Combination ProposalCompeting Transaction; provided, an Acquisition Proposal or Alternative however, that any Qualifying Transaction shall not be considered a “Competing Transaction.” Seller shall, and shall cause its Affiliates (in each caseincluding the Company Group) to, solely instruct Seller’s and its Affiliates’ respective Representatives and the Related Parties to, promptly cease any existing activities, discussions and negotiations with, and the provision of confidential information to, any Persons (other than Purchaser and its Affiliates and Representatives) with respect to SPAC). Without limiting any of the foregoing, it is agreed promptly terminate all physical and electronic data room access granted prior to the date hereof to any such Person or any of their respective Representatives and promptly issue instructions to any such Person who has entered into a confidentiality agreement or restrictions in connection with a potential Competing Transaction that has not expired or been terminated in accordance with its terms to return or destroy any confidential information related to the Company Group, the University or the Business received thereunder in accordance with the terms of such confidentiality agreement. If any of Seller, any Related Party the Company Group or any of their respective Representatives receives any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, a Competing Transaction (each, a “Transaction Proposal”), Seller shall promptly (and in any event within one Business Day) advise Purchaser of such Transaction Proposal, the identity of the Person making such Transaction Proposal and the material terms and conditions of any such Transaction Proposal. Any violation of the restrictions set forth in this Section 6 5.13 by Affiliates any Affiliate or Representative of Sponsor Seller (including the Company Group) shall be deemed to be a breach of this Section 6 5.13 by SponsorSeller. For avoidance of doubtA “Qualifying Transaction” means any inquiry, this Section 6 shall in no way restrict any officer proposal or director of Sponsor or its Affiliates from duly exercising his or her authorityoffer, or otherwise acting any expression of interest, by any Third Party relating to (A) a transfer or sale of Seller, or any merger, consolidation, recapitalization, tender or exchange offer, or other business combination transaction to acquire Seller, (B) direct or indirect acquisition or purchase by any Person of more than 50% of the assets, equity or other property of Seller (determined without taking into account the equity or assets of the Company Group, it being understood that such transactions may include the equity and assets of the Company Group) or (C) any merger, consolidation, recapitalization, liquidation, dissolution or similar transaction which would result, directly or indirectly, in his the disposition of more than 50% of the assets, equity or her capacityother property of Seller, as officer in each case whether in one transaction or director a series of related transactions, in each case of clauses (A), (B) and (C), in which (1) each potential purchaser or other participant participating in any entity (including process in relation thereto is bound by a customary confidentiality and non-use agreement covering any information related to the Company Group or the Business and Seller shall use its reasonable best efforts to enforce such confidentiality agreements with respect to information related to the Company Group or the Business, including, following the Closing, at Purchaser’s request and (2) the purchaser or surviving party thereunder agrees to be, or by operation of Law will be, bound by the terms of this Agreement and the Ancillary Documents applicable to Seller and any other special purpose acquisition companies and/or their sponsorsremaining obligations of Seller under this Agreement and the Ancillary Documents (including the obligation to consummate the Closing) other than Sponsor will be fully assumed by such Person (including by operation of Law, if applicable); provided that notwithstanding the occurrence of any Qualifying Transaction, Seller or SPACits Affiliates, as applicable, shall remain responsible and liable for its obligations pursuant to this Agreement and any Ancillary Document to which Seller or its Affiliates, as applicable, are a party.

Exclusivity. During the period beginning on from the date of this Agreement and ending on the earlier of (a) through the Closing and (b) the date on which the BCA is validly terminated Date or earlier termination of this Agreement in accordance with its termsArticle 10, for the benefit of the Company, Sponsor Seller shall not, and shall cause its the Seller Affiliates and each of their respective directors, officers, employees, advisors and any other representatives not to, directly (a) solicit, initiate, engage in or indirectly knowingly encourage the initiation of any inquiry, proposal or offer from any person (other than Buyer and its Affiliates) relating to any direct or indirect acquisition (in one or more related transactions) of any assets or properties of Seller or any Seller Affiliates relating to the Business (whether by merger, consolidation, sale of assets or equity interests or otherwise) or (b) encourage, initiate, engage in or participate in any discussions or negotiations with any Third Party regarding, or furnish to any Third Party any information in connection with, any such transaction described in the foregoing clause (a). Seller also agrees that it, the Seller Affiliates and each of their respective directors, officers, employees, advisors and other representatives shall immediately cease any existing activities, discussions and negotiations with any parties other than Buyer and its Affiliates with respect to any of the foregoing, and will terminate access to the Virtual Data Room to any Person other than Buyer, its Affiliates and their authorized representatives. Notwithstanding anything in this Section 7.15 to the contrary, (i) initiate any negotiations with any Person solely with respect to SPACSeller, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in the Seller Affiliates and each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businessesdirectors, propertiesofficers, assets or personnel employees, advisors and other representatives shall be relieved of SPAC disregarding whether they are shared by other special purpose acquisition companies or all of their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions respective obligations set forth in this Section 6 by 7.15 if, but only for so long as, Target (as defined in the Arrangement Agreement) is relieved of its obligations set forth in Section 7.1(a) and Section 7.1(b)(i)-(v) of the Arrangement Agreement (and then only to the extent that Target is so relieved of any such obligations), it being understood and agreed that if Target again becomes subject to any of its obligations set forth in Section 7.1(a) and Section 7.1(b)(i)-(v) of the Arrangement Agreement, Seller, the Seller Affiliates and each of Sponsor their respective directors, officers, employees, advisors and other representatives shall once again be deemed subject to be a breach all of their respective obligations set forth in this Section 7.15, and (ii) nothing herein shall prohibit Seller, the Seller Affiliates or any of their respective directors, officers, employees, advisors and other representatives from taking any actions taken in accordance with Section 7.1 of the Arrangement Agreement; provided, however, that notwithstanding the suspension of any obligations set forth in this Section 7.15, each other provision of this Agreement shall continue to remain in full force and effect until the earlier of the Closing or the valid termination of this Agreement pursuant to Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC10.1.

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement pursuant to Section 8.1, for the benefit none of the CompanyWarrantors, Sponsor 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, and shall cause its Affiliates not to, directly or indirectly (i) initiate solicit, initiate, consider, encourage or accept any negotiations with other proposals or offers from any Person solely with respect (A) relating to SPACany acquisition or purchase of all or any portion of the equity interests in the Company or any other Group Company or all or any portion of the assets of any Group Company, or provide (B) to enter into any non-public information merger, consolidation, business combination, recapitalization, reorganization or data concerning SPAC other extraordinary business transaction involving or otherwise relating to any Person relating toGroup Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions, conversations, negotiations and other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing. The Warrantors and the Seller immediately shall, it is agreed that any violation of and the restrictions set forth in this Section 6 by Affiliates of Sponsor Warrantors and the Seller immediately shall be deemed cause the other Group Companies to, cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including 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 special purpose acquisition companies and/or their sponsors) 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 than Sponsor 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 SPACwaive any provision of, any confidentiality or standstill agreement to which any Warrantor, the Seller or any Group Company is a party.

Exclusivity. During The Company hereby agrees that, unless sooner terminated pursuant to Section 9.1, for the period beginning on the date of this Agreement hereof and ending on the earlier of (a) the Closing and (b) the date on which Outside Date (the BCA is validly terminated in accordance with its terms“Exclusivity Period”), for that the benefit of the Company, Sponsor shall Company will not, and shall the Company will cause its Affiliates Representatives not to, directly or indirectly indirectly: (ia) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, 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 (x) any sale of assets of the Company equal to 20% or more of the Company’s assets or to which 20% or more of the Company’s revenues or earnings are attributable (other than, in the case of a sale of assets by the Company in the ordinary course of business), (y) the issuance or acquisition of 20% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 20% or more of the combined voting power of the Company or (z) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 20% or more of the combined voting power of the Company, other than with ShoulderUp, Holdings the Merger Subs, and their Representatives (an “Acquisition Transaction”); (b) furnish or disclose any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, person or entity in connection with an Acquisition Proposal Transaction; (c) enter into any definitive agreement regarding an Acquisition Transaction; or Alternative Transaction (d) prepare or take any material steps in connection with consummating an initial public offering of any securities of the Company or any of its subsidiaries (or any successor of the Company or any of its affiliates), in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) than in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation consummation of the restrictions set forth Transactions; provided, however, that the parties may mutually agree to extend the Exclusivity Period in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsorwriting. For the avoidance of doubt, the parties expressly acknowledge and agree that the Company’s ongoing efforts to raise additional working capital (whether by issuance of equity securities, debt securities (including convertible notes), SAFEs or using similar means) without effectuating a change of control prior to Closing, shall not constitute an Acquisition Transaction. The restrictions in this Section 6 7.5 shall in no way restrict not apply to Permitted Financings, PIPE Financings or any officer or director Line of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACCredit contemplated by this Agreement.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (ai) the Closing and (bii) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (iA) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data 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 SPAC (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 relating person any information with respect to, a Business Combination Proposalor cooperate in any way that would otherwise reasonably be expected to lead to, an Acquisition Proposal or any Alternative Transaction or (in each caseC) commence, solely 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 SPACany Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) or afford to any Person access that has prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) date hereof executed a confidentiality agreement in connection with a Business Combination Proposalits, an Acquisition Proposal his or Alternative Transaction (in each caseher consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, solely him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case, solely no event later than twenty-four (24) hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to SPAC)the sale of the Company that prohibits it from considering such inquiry or proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws and will provide GigCapital2 with a copy of any state in connection with such written inquiry or proposal or a Business Combination Proposaldetailed summary of any such verbal inquiry or proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC), case the identity of the person making such inquiry or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05(a) by Affiliates of Sponsor the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 6 7.05(a) by Sponsor. For avoidance the Company. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of doubtthis Agreement, this Section 6 GigCapital2 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 no way restrict any officer discussions or director of Sponsor or its Affiliates from duly exercising his or her authoritynegotiations with, or otherwise acting in his enter into any agreement with, or her capacityencourage, as officer respond, provide information to or director of any entity (including commence due diligence with respect to, any person (other than (i) the Company, its stockholders and/or any of its affiliates or Representatives and/or (ii) Cloudbreak, its stockholders 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 other special purpose acquisition companies and/or their sponsorsbusiness combination transaction (a “Business Combination Proposal”) other than Sponsor (A) the Company, its stockholders and/or any of its affiliates or SPACRepresentatives 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 Business Combination Proposal.

Exclusivity. During From and after the period beginning on the execution date of this Agreement and ending on until the earlier of the Closing Date or the termination of this Agreement: (a) the Closing Company, each of its Subsidiaries, and each of their respective Affiliates, employees, directors, officers, investment bankers and other representatives and agents (the “Agents”) shall immediately cease and cause to be terminated any discussions or negotiations with any Persons initiated prior to the execution of this Agreement with respect to any Acquisition Proposal and shall, within seven (7) days from the execution date of this Agreement request (or if any of them has contractual rights to do so, demand) the return of all documents, analyses, financial statements, projections and other data and information previously furnished to others in connection with any potential Acquisition Proposal; and (b) the date on Company, and its Agents shall not, directly or indirectly, (i) take any action to facilitate the making of, solicit, encourage, induce, or initiate any Acquisition Proposal, or (ii) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement relating to an Acquisition Proposal; or release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which the BCA Company is validly terminated in accordance with a party. For purposes of this Section, “Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Parent or Transitory Subsidiary) that could reasonably be expected to lead to an Acquisition Transaction, and “Acquisition Transaction” shall mean any merger, consolidation or other business combination involving the Company or any of its termsSubsidiaries or any sale, for lease, exchange, transfer or other disposition of the benefit capital stock (or other equity securities), assets or business of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intentits Subsidiaries, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACas contemplated by this Agreement.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on until the Closing, or the earlier termination of (a) the Closing and (b) the date on which the BCA is validly terminated this Agreement in accordance with its termsARTICLE VII, for the benefit of the Company, Sponsor shall not, Company will not (and shall will cause its Affiliates and Representatives not to) solicit, directly initiate, enter into, or indirectly (i) initiate continue discussions, negotiations, or transactions with, or encourage or respond to any negotiations with any Person solely with respect to SPACinquiries or proposals by, or provide any non-public information or data concerning SPAC 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, the Company or any of its Subsidiaries, or a Business Combination Proposalrecapitalization, an Acquisition Proposal share exchange, or Alternative Transaction (in each case, solely similar transaction with respect to SPACthe Company or any of its Subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or afford any other similar transaction that would restrict, prohibit or inhibit the ability of the Company or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will (and will cause its Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely conducted heretofore with respect to SPACany Company Competing Transaction. The Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, 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 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. (iib) 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 SPAC or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter intointo or consummate any transaction relating to (i) any merger or sale of ownership interests in, any acquisition agreementor material assets of, merger agreement Parent or a Subsidiary (including Merger Sub), or a recapitalization, share exchange, or similar definitive agreementtransaction with respect to Parent or a Subsidiary or (ii) any financing, or any letter of intentinvestment, memorandum of understanding or agreement in principleacquisition, purchase, merger, sale or any other agreement relating similar transaction that would restrict, prohibit or inhibit Parent or Merger Sub from being able to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction consummate the Transactions contemplated by this Agreement (the transactions in each case, solely with respect to SPACsubsections (i) and (ii), collectively “Parent Competing Transactions”). In addition, Parent and Merger Sub will (iiiand will cause their Affiliates and Representatives to) grant promptly cease any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, and all existing discussions or negotiations or any effort or attempt by with any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including conducted heretofore with respect to any other special purpose acquisition companies and/or 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 sponsorsAffiliates or Representatives) other than Sponsor receives any inquiry, proposal, offer or SPACsubmission 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 Agreement, and will inform the Company of the principal terms of the inquiry, proposal, offer or submission.

Exclusivity. During the period beginning on from the date of this Agreement and ending on through the earlier of (a) the Closing and (b) or the date on which the BCA is validly terminated termination of this Agreement in accordance with its terms, for the benefit Seller shall not take, nor shall it permit any of the Company, Sponsor shall not, and shall cause its Affiliates not toor Representatives to take, directly any action to solicit, encourage, initiate or indirectly (i) initiate any engage in discussions or negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data concerning SPAC to enter into any agreement with, any Person relating to(other than Buyer and/or its Affiliates and Representatives) concerning any direct or indirect acquisition of all or substantially all of the Capital Stock or assets of any Group Company, a Business Combination Proposalor any merger, consolidation or other business combination involving any Group Company (each, an “Acquisition Proposal or Alternative Transaction Transaction”), and Seller and its Affiliates and Representatives shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person (in each case, solely other than Buyer and its Affiliates and Representatives) with respect to SPAC) or afford to any Person access such Acquisition Transaction; provided, however, that Buyer hereby acknowledges that prior to the businessdate of this Agreement, propertiesSeller and its Affiliates and Representatives have provided information relating to the Group Companies and has afforded access to, assets or personnel of SPAC (and engaged in each casediscussions with, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) Persons in connection with a Business Combination Proposalproposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, without any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt breach by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach Seller of this Section 6 by Sponsor7.6. For avoidance During the period from the date of doubtthis Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, this Section 6 Seller shall in no way restrict notify Buyer promptly upon the receipt of any officer proposal, offer, inquiry or director of Sponsor contact from any Person (other than Buyer or its Affiliates from duly exercising his or her authority, or otherwise acting and Representatives) in his or her capacity, as officer or director respect of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACAcquisition Transaction.

Exclusivity. During the period beginning on from the date of this Agreement and ending on through the Closing or the earlier termination of (a) the Closing this Agreement pursuant to ARTICLE XII hereof, no Seller shall, directly or indirectly, take or permit any other Person on its behalf to take, and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor ATT shall notnot take, and shall cause its Affiliates the ATT Subsidiaries, any Person acting on an Acquired Company's behalf and any member of the senior management of any of the ATT Subsidiaries not toto take, any action, directly or indirectly (i) initiate any indirectly, to encourage, initiate, solicit or engage in discussions or negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data concerning SPAC respond to inquiries, offers or proposals from, any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACother than Buyer and Buyer's representatives) or afford to such Person's advisors, representatives or prospective lenders, concerning any Person access to purchase of the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter intoShares, any acquisition agreementmerger or recapitalization involving the Acquired Companies, merger agreement any sale, lease or other disposition of any of the material assets of the Acquired Companies or similar definitive agreement, or any letter transaction involving the Acquired Companies (other than assets sold in the ordinary course of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACbusiness), or (iv) otherwise knowingly facilitate which would make the transactions contemplated by this Agreement infeasible or impractical. The Sellers shall, and shall cause the Acquired Companies and their officers, directors, agents and representatives to, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any purchase of the Shares, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all the assets of the Acquired Companies or other similar transaction. In the event any Seller or Acquired Company or any of its representatives receive any such inquiriesproposal, proposalsthe Sellers' Representative will immediately notify the Buyer and provide the Buyer with the details thereof, discussions, or negotiations or any effort or attempt by any Person to make including a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director copy of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACProposal.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not toNeither Seller nor Ball shall, directly or indirectly indirectly, through any officer, director, employee, agent or otherwise (iincluding 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) initiate relating to any acquisition of any Purchased Assets, or participate in any discussions or negotiations with regarding, or furnish to any Person solely other person or entity any information with respect to SPACto, or provide otherwise cooperate in any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoway with, or assist or partici ▇▇▇▇ in, pursue, facilitate or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person other person or entity to make a Business Combination Proposaldo or seek to do any of the foregoing. Each of Seller and Ball shall immediately cease and cause to be terminated any and all contacts, an Acquisition Proposal or Alternative Transaction (in each case, solely discussions and negotiations with third parties regarding any of the foregoing. Seller and Ball shall promptly notify Purchaser if any proposal with respect to SPAC). Without limiting the foregoing, it or any inquiry or contact with any person or entity with respect thereto, is agreed made. (b) In the event that any violation Seller of Ball breaches the restrictions set forth in provisions of this Section 6 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 Affiliates Purchaser and its affiliates related to the transactions contemplated hereby, including fees and expenses of Sponsor shall be deemed to be legal counsel, accountants and other consultants and advisors retained by Purchaser. The foregoing provisions are in addition to, and not in derogation of, any other remedy (including any statutory remedy) that Purchaser may have for a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC8.3.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) Prior to Completion or the Closing and (b) termination of this agreement, the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Sellers shall not, and shall cause their respective Affiliates and its Affiliates and their respective Representatives not to, directly or indirectly indirectly: (i) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposalor otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the United States Securities Exchange Act of 1934, as amended, concerning an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), Transaction; (ii) enter intointo any agreement regarding, continue or otherwise participate in any discussions regarding, or encourage SPAC furnish to enter intoany person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any acquisition agreementAlternative Transaction; or (iii) commence, merger continue or renew any due diligence investigation regarding any Alternative Transaction, provided that the execution, delivery and performance of this agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a and the Business Combination ProposalAgreement and the consummation of the Transactions contemplated hereby and thereby shall not be deemed a violation of this clause 9.2. (b) Each Seller shall, an Acquisition Proposal and shall cause its Affiliates and their respective Representatives to, immediately cease any and all existing discussions or Alternative Transaction (in each case, solely negotiations with any person conducted prior to entering into this agreement with respect to SPAC), any Alternative Transaction. (iiic) grant If a Seller or its Representative receives any waiver, amendment inquiry or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely proposal with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Completion, then such Seller shall promptly (and in each case, solely no event later than twenty-four (24) hours after such Seller becomes aware of such inquiry or proposal) notify such person in writing that such Seller is subject to an exclusivity agreement with respect to SPAC)the Transactions contemplated under this agreement that prohibits such Seller from considering such inquiry or proposal. Without limiting the foregoing, it is agreed the Sellers agree that any violation of the restrictions set forth in this Section 6 clause 9.2 by a Seller or any of its Affiliates of Sponsor or their respective Representatives shall be deemed to be a breach of this Section 6 clause 9.2 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACsuch Seller.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on until the Closing, or the earlier termination of (a) the Closing and (b) the date on which the BCA is validly terminated this Agreement in accordance with ‎Article 7, the Company will not (and will not cause or permit any Subsidiary or its termsor their Affiliates or Representatives to) solicit, for the benefit initiate, facilitate, participate in, 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 that could reasonably be expect to lead to, or enter into or consummate any transaction relating to, (i) any merger, sale of the Company’s or its Subsidiaries’ equity interests or a material portion of the Company’s or its Subsidiaries’ assets, Sponsor or a similar change in control transaction with respect to the Company or any Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s ability to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Competing Company Transactions”). In addition, the Company will, and will cause each of its Subsidiaries and its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Company Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company will promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) (A) notify Parent if the Company or, to the Company’s Knowledge, any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Company Transaction after the execution and delivery of this Agreement, (B) notify Parent of the identity of the Person making such inquiry or submitting such proposal, offer or submission, and (C) provide Parent with a description of the material terms and conditions of any such Competing Company Transaction or a copy of such inquiry, proposal, offer or submission (in the case of subsections (B) and (C) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the Exclusivity Agreement, to which the Company is a party, as determined in good faith by the Company, in which case the Company shall provide such notice to the maximum extent not prohibited). In the event the Company receives an inquiry, proposal, offer or submission with respect to a Competing Company Transaction, the Company shall not, and shall cause its Affiliates Subsidiaries and Representatives not to, directly conduct any further discussions with, provide any information to, or indirectly (i) initiate any enter into negotiations with any Person solely proposing such Competing Company Transaction. The Company agrees that the rights and remedies for noncompliance with respect this ‎Section 4.3(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to SPACParent and that money damages would not provide an adequate remedy for such injury. (b) From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ‎Article 7, Parent and Merger Sub will not (and, subject to the last sentence of this Section 4.3(b), will not cause or permit their respective Affiliates or Representatives to) solicit, initiate, facilitate, participate in, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any non-public information or data concerning SPAC to any Person relating to or that could reasonably be expect to lead to, or enter into or consummate any transaction relating to (i) any merger, sale of the equity interests of Parent or Merger Sub or a Business Combination Proposalmaterial portion of Parent’s assets, an Acquisition Proposal or Alternative Transaction (a similar change in each case, solely control transaction with respect to SPAC) Parent or afford to any Person access to the business, properties, assets Merger Sub or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoany financing, or encourage SPAC to enter intoinvestment, any acquisition agreementacquisition, merger agreement or similar definitive agreementpurchase, or any letter of intentmerger, memorandum of understanding or agreement in principle, sale or any other agreement relating similar transaction that would restrict, prohibit or inhibit Parent’s ability to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction consummate the Transactions contemplated by this Agreement (the transactions in each case, solely with respect to SPACsubsections (i) and (ii), (iii) grant any waivercollectively “Competing Parent Transactions”); provided, amendment or release under any confidentiality agreement or however, that if Parent receives from a third-Person a bona fide acquisition proposal involving Parent, then Parent may engage in discussions with such Person if the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect failure to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be do so would constitute a breach of this Section 6 by Sponsorthe fiduciary duties of the board of directors of Parent under applicable Law. For avoidance In addition, Parent will, and will cause Merger Sub and each of doubtits and their respective Representatives to, this Section 6 shall in no way restrict immediately cease any officer and all existing discussions or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of negotiations with any entity (including Person conducted heretofore with respect to any other special purpose acquisition companies and/or Competing Parent Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Parent will promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if Parent, Merger Sub or, to Parent’s Knowledge, any of its or their sponsorsRepresentatives receives any inquiry, proposal, offer or submission with respect to a Competing Parent Transaction (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 provide the Company with a description of the material terms and conditions of or a copy of such inquiry, proposal, offer or submission to the extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the Exclusivity Agreement, to which Parent is a party, as determined in good faith by Parent, in which case Parent shall provide such notice to the maximum extent not prohibited. Parent agrees that the rights and remedies for noncompliance with this ‎Section 4.3(b) other than Sponsor include specific performance, it being acknowledged and agreed that any breach or SPACthreatened breach will cause irreparable injury to the Company and that money damages would not provide an adequate remedy for such injury. Notwithstanding anything to the contrary in this Section 4.3(b), the foregoing shall not restrict Parent’s Affiliates (including Affiliates of Sponsor) in any way with respect to the pursuit of any transaction by such Affiliates not related to Parent.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Pre-Closing and (b) Period, the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates controlled Affiliates, Subsidiaries and its and their representatives, officers, agents, Affiliates, equityholders and any other person acting on its behalf (the “Related Parties”), not to, directly or indirectly indirectly, (i) initiate solicit 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 Nocturne and the Sponsor, (with respect to the PIPE Investment) the PIPE Investors and (with respect to the Note Investment) the Note Investors (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or would reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through the Data Room) any information relating to the Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of the Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that would 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. The Company shall, and shall cause its Related Parties, and its and their representatives to, immediately cease any and all existing discussions or negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or provide which is reasonably likely to give rise to or result in, a Competing Transaction. (b) During the Pre-Closing Period, subject to the right to withdraw or modify the Nocturne Board Recommendation in accordance with Section 6.10(b), Nocturne shall not, and shall cause its Related Parties not to, directly or indirectly, (i) solicit, initiate or take any non-public information action to facilitate or data concerning SPAC to encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person relating or group of Persons other than the Company (and its representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Nocturne Competing Transaction, (ii) enter into, participate in, continue or encourage SPAC to enter intootherwise engage in, any acquisition discussions or negotiations with any Alternative Target regarding a Nocturne Competing Transaction; (iii) furnish (including through the Data Room) any non-public information relating to Nocturne or any of its assets or businesses, or afford access to the assets, business, properties, books or records of Nocturne to an Alternative Target, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Nocturne Competing Transaction; (iv) approve, endorse or recommend any Nocturne Competing Transaction; or (v) enter into a Nocturne Competing Transaction or any agreement, merger agreement arrangement or similar definitive agreement, or understanding (including any letter of intent, memorandum of understanding intent or agreement in principle, or any other agreement term sheet) relating to a Business Combination ProposalNocturne Competing Transaction or publicly announce an intention to do so. Nocturne shall, an Acquisition Proposal and shall cause its Related Parties to, immediately cease any and all existing discussions or Alternative Transaction (in each case, solely negotiations with any Person conducted prior to the date hereof with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)to, or (iv) otherwise knowingly facilitate any such inquirieswhich is reasonably likely to give rise to or result in, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACNocturne Competing Transaction.

Exclusivity. During the period beginning on From the date of this Agreement and ending on the earlier of (a) to the Closing and (b) of the Third Instalment or the date on which this Agreement is terminated pursuant to the BCA is validly terminated in accordance with its termsSection 8 (2), for without the benefit prior consent of the CompanyInvestor, Sponsor the Transferors shall not, and shall cause its Affiliates not to, directly or indirectly (or through any third party), and shall ensure that their respective affiliate and the Group Companies (including the Listed Company) as of the Closing of the First Instalment shall not directly or indirectly (or through any third party) (i) initiate solicit, initiate, consider, encourage or accept any negotiations proposal or offer made by any person or any entity in respect of the following matters (i.e. matters referred to in (A), (B) and (C), collectively referred to as “Conflicting Transaction”): (A) acquire or purchase all or part of the equity of the Group Companies (including the Listed Company) from the Transferors, (B) enter into any merger, consolidation or other business combination with the Group Companies (including the Listed Company), or acquire or purchase the material assets of the Group Companies (including the Listed Company), or propose any Person solely tender offer to the Group Companies (including the Listed Company), (C) enter into capital restructuring, structural restructuring, business restructuring or any other transaction that conflicts with the transactions contemplated under the Acquisition, with the Group Companies (including the Listed Company), or (ii) participate in any discussion, conversation, negotiation or other communication with respect to SPACthe Conflicting Transaction, or provide any non-public information or data concerning SPAC related to the above matters to any Person relating tothird party, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely allow any third party to proceed due diligence with respect to SPACthe Group Companies (including the Listed Company) for the Conflicting Transaction, or afford cooperate, assist, participate in or encourage any efforts or attempts of any third party to conduct the Conflicting Transaction in any other way, or enter into any agreement or arrangement with any third party for the Conflicting Transaction. The Transferors shall immediately cease it (and shall cause their affiliate and the Group Companies (including the Listed Company) to cease it immediately) and shall cause the termination of all discussions, conversations, negotiations or other communications and provision or sharing of information in relation to any Person access Conflicting Transaction initiated prior to the businessexecution of this Agreement. The Transferors shall promptly notify the Investor of any proposal, propertiesoffer, assets inquiry or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared other contacts made by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely any entity with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACConflicting Transactions.

Exclusivity. During (a) The Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by the period beginning on Company, or any of its Subsidiaries with respect to any proposed, potential or contemplated Company Transaction. (b) From the date of this Agreement and ending on hereof until the earlier of (ai) the Closing Date and (bii) the date on which termination of this Agreement (the BCA is validly terminated in accordance with its terms"Exclusivity Period"), for the benefit of the Company, Sponsor Company shall not, and shall cause not permit any of its Subsidiaries or Affiliates not or any of its or their directors, officers or Representatives to, directly or indirectly indirectly, (iA) initiate any negotiations with any Person solely with respect to SPACsolicit or initiate, or provide encourage the submission of, any non-public information offer, (B) participate in any discussions or data concerning SPAC negotiations regarding, or furnish to any Person relating any information with respect to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect take any other action to SPAC) facilitate any inquiries or afford to the making of any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intooffer that constitutes, or encourage SPAC may reasonably be expected to enter intolead to, any acquisition agreementproposal or Company Transaction, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to than a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely transaction with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)TPG, or (ivC) otherwise knowingly facilitate any such inquiriesauthorize, proposals, discussionsengage in, or negotiations enter into any agreement or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely understanding with respect to, any Company Transaction; provided that the Company may, in response to SPAC). Without limiting an unsolicited written proposal from a third party, engage in the foregoing, it is agreed that any violation of the restrictions set forth activities specified in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach clause (B) and (C) of this Section 6 by Sponsor. For avoidance 5.6(b), if (x) in the opinion of doubtthe Company's outside legal counsel, such action is required for the Board of Directors to comply with its fiduciary duties under Colorado law, (y) the Company shall have notified the Purchasers not later than 24 hours after having received the relevant proposal for a Company Transaction (which notice shall identify the Person making the proposal and set forth the material terms thereof) and (z) the Company shall have refrained from taking any action specified in clause (C) of this Section 6 shall 5.6(b) until the third day following the receipt by the Purchasers of the notification referred to in no way restrict any officer or director clause (y) of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director this Section 5.6(b). The Company will keep the Purchasers fully informed of the status and details of any entity such proposal or request and any related discussions or negotiations. The Company will promptly notify the Purchasers of any proposal (including with respect to which notice shall identify the Person making the proposal and set forth the material terms thereof) that the Company, any other special purpose acquisition companies and/or of its Subsidiaries or Affiliates or any of its or their sponsors) other than Sponsor directors, officers or SPACrepresentatives may receive during the Exclusivity Period.

Exclusivity. During the period beginning on From the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor parties shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposalor otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (A) in the case of the Company, any sale of assets of the Company equal to 5% or more of the Company’s assets or to which 5% or more of the Company’s revenues or earnings are attributable, (B) the issuance or acquisition of 5% or more of the outstanding equity (on an as converted basis) or other voting securities representing 5% or more of the combined voting power of such party or (C) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of such party, other than the transactions contemplated by this Agreement and the UpHealth BCA and, in the case of GigCapital2, to the any transactions reasonably necessary to effect the transactions contemplated by this Agreement and the UpHealth BCA, to the extent permitted by Section 6.02 ((A)-(B), an Acquisition Proposal or “Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACTransaction”), (ii) enter intointo any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or encourage SPAC furnish to enter intoany person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction or (in each caseiii) commence, solely 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. Each party 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 SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Transaction. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05 by Affiliates of Sponsor a party or its affiliates or Representatives shall be deemed to be a breach of this Section 6 7.05 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACsuch party.

Exclusivity. During the period beginning on From the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement pursuant to Article IX, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Parties shall not, and shall cause their respective Subsidiaries and its Affiliates and their respective Representatives not to, directly or indirectly indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in any negotiations with with, or provide any information to, or otherwise cooperate in any way with, any Person solely 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 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 shall not be deemed a violation of this Section 7.04. For purposes of this Agreement, an “Alternative Transaction” shall mean (A) with respect to the Company, (1) the issuance, sale or transfer to or investment by any Person in any newly issued or currently outstanding Equity Interest in the Company or any of its Subsidiaries, (2) the sale or transfer of the assets of the Company and its Subsidiaries to any Person, excluding any inventory or immaterial assets sold or transferred in the Ordinary Course, or (3) any merger or business combination between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand; provided, however, that the Kiepe Acquisition (and any equity or equity-linked financing transaction entered into by the Company or any Company Subsidiary in connection therewith) shall not constitute an Alternative Transaction, and (B) with respect to SPAC, Irish Holdco and Merger Sub, any direct or provide indirect acquisition of assets of business of any non-public information person, whether by way of a purchase of assets or data concerning SPAC to securities or merger, consolidation or otherwise, such as the “initial business combination” under SPAC’s initial IPO prospectus with any third party. 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 relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely conducted heretofore with respect to SPACany Alternative Transaction. Each Party also agrees that it shall promptly request each Person (other than the Parties and their respective Representatives) or afford to any Person access that has prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) date hereof executed a confidentiality agreement in connection with a Business Combination Proposal, its consideration of an Acquisition Proposal or 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, and in each caseaccordance with the terms of, solely such confidentiality agreement). If a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then such Party shall promptly (and in each case, solely no event later than twenty-four (24) hours after such Party becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to SPAC), (iii) grant any waiver, amendment the Transactions that prohibits such Party from considering such inquiry or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the Parties agree that any violation of the restrictions set forth in this Section 6 7.04 by a Party or any of its Subsidiaries or its or their respective Affiliates of Sponsor or Representatives shall be deemed to be a breach of this Section 6 7.04 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACsuch Party.

Exclusivity. During the period beginning on From the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, but only, in the BCA is validly terminated case of the Buyer, except to the extent it determines in accordance good faith, after consultation with its termsoutside legal counsel, for that the benefit failure to take such action would be inconsistent with the fiduciary duties of the CompanyBuyer Board, Sponsor the Parties shall not, and shall cause their respective Subsidiaries and its Affiliates and their respective Representatives not to, directly or indirectly indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposalor otherwise cooperate in any way with, an Acquisition Proposal any person or Alternative Transaction other entity or “group” (in each casewithin the meaning of Section 13(d) of the Exchange Act), solely concerning any sale of any material assets of such Party or any of the outstanding equity securities or any conversion, consolidation, liquidation, dissolution or similar transaction involving such Party or any of such Party’s Subsidiaries other than with respect the other Parties to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in this Agreement and their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, Representatives (an Acquisition Proposal or “Alternative Transaction (in each case, solely with respect to SPACTransaction”), (ii) enter intointo any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or encourage SPAC furnish to enter intoany person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction or (in each caseiii) commence, solely 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 8.5. 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 SPAC), any Alternative Transaction. Each Party also agrees that it will promptly request each Person (iiiother than the Parties and their respective Representatives) grant any waiver, amendment or release under any that has prior to the date hereof executed a confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, its consideration of an Acquisition Proposal or 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, and in each caseaccordance with the terms of, solely such confidentiality agreement). If a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then such Party shall promptly (and in each case, solely no event later than twenty-four (24) hours after such Party becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to SPAC)the Transaction that prohibits such Party from considering such inquiry or proposal, but only, in the case of the Buyer, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Buyer Board. Without limiting the foregoing, it is agreed the Parties agree that any violation of the restrictions set forth in this Section 6 8.5 by a Party or any of its Subsidiaries or its or their respective Affiliates of Sponsor or Representatives shall be deemed to be a breach of this Section 6 8.5 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACsuch Party.

Exclusivity. During the period beginning on Interim Period, the date of this Agreement Seller and ending on the earlier of Company shall not (a) and the Closing and (b) Seller shall cause the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor shall notCompany not to), and none of them shall cause its permit any of their respective Affiliates not or Representatives acting on their behalf to, directly or indirectly indirectly, (a) solicit, initiate, seek or encourage any expression of interest, inquiry, offer, or proposal from, (b) initiate or participate in any discussions or negotiations with, (c) furnish or cause to be furnished any information or documentation to, or (d) accept any offer from or enter into any agreement or understanding with, any Person (other than Buyer and its Affiliates and Representatives) relating to any merger, consolidation, recapitalization, reorganization, sale of assets (other than sales of Inventory in the Ordinary Course of Business or the disposition of obsolete and fully-depreciated assets not used in the Business during the twelve (12) months preceding the date hereof), sale of equity interests, or other business combination involving the Business, the Purchased Stock, and/or the Company (each, an “Alternative Transaction”). The Seller and the Company shall (and the Seller shall cause the Company to), and each shall cause their respective Affiliates and Representatives to, (i) initiate any negotiations immediately cease and cause to be terminated all existing discussions, negotiations, or other activities with any other Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access conducted prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including date hereof with respect to any Alternative Transaction and (ii) promptly request the return or destruction of all confidential information provided to any other special purpose acquisition companies and/or Person pursuant to a confidentiality agreement or otherwise in connection with any such discussions, negotiations, or other activities. The Seller shall promptly (and in any event within twenty-four (24) hours of receipt) notify Buyer in writing upon receipt by the Seller or the Company, or any of their sponsors) other than Sponsor respective Affiliates or SPACRepresentatives, of any inquiry, offer, or proposal regarding an Alternative Transaction, which notice shall include the identity of the Person making such inquiry, offer or proposal.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (ai) the Closing and (bii) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (iA) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data 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 SPAC (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 Parent 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 relating person any information with respect to, a Business Combination Proposalor cooperate in any way that would otherwise reasonably be expected to lead to, an Acquisition Proposal or any Alternative Transaction or (in each caseC) commence, solely 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 6.4(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 SPACany Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) or afford to any Person access that has prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) date hereof executed a confidentiality agreement in connection with a Business Combination Proposalits, an Acquisition Proposal his or Alternative Transaction (in each caseher consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, solely him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case, solely no event later than twenty-four (24) hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to SPAC)the sale of the Company that prohibits it from considering such inquiry or proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws and will provide Parent with a copy of any state in connection with such written inquiry or proposal or a Business Combination Proposaldetailed summary of any such verbal inquiry or proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC), case the identity of the person making such inquiry or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 6.4(a) by Affiliates of Sponsor the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 6 6.4(a) by Sponsor. For avoidance the Company. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of doubtthis Agreement, this Section 6 Parent 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 no way restrict any officer discussions or director of Sponsor or its Affiliates from duly exercising his or her authoritynegotiations with, or otherwise acting in his enter into any agreement with, or her capacityencourage, as officer respond, provide information to or director of any entity (including 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 other special purpose acquisition companies and/or their sponsorsbusiness combination transaction (a “Business Combination Proposal”) other than Sponsor with the Company, its stockholders and their respective affiliates and Representatives. Parent shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or SPACnegotiations 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 Business Combination Proposal.

Exclusivity. (a) During the period beginning on from the date of this Agreement and ending on through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, Seller shall (aand shall cause the Company and its Subsidiaries, and it and their directors, officers, employees, stockholders, agents and other representatives or Persons acting on it or their behalf (“Representatives”)) to immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Buyer) regarding (i) any acquisition of all or any material portion of the Closing business, properties, assets or technologies of the Company or any of its Subsidiaries, or any amount of equity securities the Company or of any Subsidiary (whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business or the licensing of intellectual property in connection therewith), (bii) any joint venture or other strategic investment in or involving the date on which the BCA is validly terminated in accordance with Company or any of its termsSubsidiaries, for the benefit including any new financing, investment round or recapitalization of the Company, Sponsor or (iii) any transaction that would expressly require the Company to abandon the transactions contemplated herein (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”). For the avoidance of doubt, the transactions set forth Section 6.01 of the Disclosure Schedule shall notnot constitute Alternative Transactions hereunder to the extent negotiated, entered into and consummated in accordance with the descriptions thereof as set forth on such schedule. (b) During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, Seller shall not (and shall cause the Company and its Affiliates Subsidiaries and it and their Representatives not to, directly ) take or indirectly permit any action to: (i) initiate solicit, initiate, provide any information to, any Person (other than Buyer and its representatives) concerning, knowingly encourage or engage in discussions or negotiations with any Person solely with respect concerning or in a manner reasonably likely or intended to SPACfacilitate, or provide an Alternative Transaction; (ii) disclose any non-public information or data concerning SPAC not customarily disclosed to any Person relating toperson concerning the business, a Business Combination Proposalproperties, an Acquisition Proposal assets or Alternative Transaction (in each casetechnologies of the Company or any of its Subsidiaries, solely with respect to SPAC) or afford to any Person access to the business, their respective properties, assets assets, technologies, books or personnel records, not customarily afforded such access; (iii) assist or cooperate with any person to make any inquiry, offer, proposal or indication of SPAC interest regarding any Alternative Transaction; or (in each caseiv) enter into any Contract with any person providing for an Alternative Transaction or otherwise consummate any Alternative Transaction. (c) In the event that Seller, solely in Lender or the Company or any of its Subsidiaries or their respective capacities as businessesRepresentatives shall receive any inquiry offer, properties, assets proposal or personnel indication of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with interest regarding a Business Combination Proposal, an Acquisition Proposal or potential Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreementTransaction, or any letter request for disclosure of intent, memorandum information or access of understanding or agreement the type referenced in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACSection 6.05(b)(i), Seller, Lender, the Company or such Subsidiary or Representative shall promptly (iiiand in any event within 24 hours) grant notify Buyer thereof, which notice shall include, to the extent permitted by applicable Law, the identity of the party making any waiversuch inquiry, amendment offer, proposal, indication of interest or release under any confidentiality agreement request, and the specific terms of such inquiry, offer, proposal, indication or request, as the anti-takeover Laws case may be (including a copy of any state written material and electronic communications received from such third party). (d) The Parties agree that irreparable damage would occur in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed event that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach provisions of this Section 6 6.05 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by Sponsor. For avoidance the Parties that Buyer shall be entitled to an immediate injunction or injunctions, without the necessity of doubtproving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 6.05 and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this Section 6 shall being in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect addition to any other special purpose acquisition companies and/or their sponsors) other than Sponsor remedy to which Buyer may be entitled at law or SPACin equity.

Exclusivity. During the period beginning on the date of this Agreement and ending on Prior to the earlier of (ai) the Closing Date and (bii) the date on which the BCA is validly terminated in accordance with its termsOctober 16, for the benefit of the Company, Sponsor 2025: (a) Issuer shall not, and shall cause not permit or authorize any of its subsidiaries or Affiliates not or any of their respective Representatives to, directly or indirectly indirectly, (i) initiate solicit, initiate, endorse, knowingly encourage or knowingly facilitate any inquiry, proposal or offer that constitutes a Competing Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to any Competing Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC with respect to, or otherwise cooperate in any way with, any Competing Proposal. Issuer shall, and shall cause each of its subsidiaries, Affiliates and their respective Representatives to, (A) immediately cease and cause to be terminated all existing discussions and negotiations with any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely conducted heretofore with respect to SPAC) any Competing Proposal or afford proposal or offer that would reasonably be expected to lead to a Competing Proposal and immediately terminate all physical and electronic data room access previously granted to any Person access to such Person, and (B) request the business, properties, assets prompt return or personnel destruction of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely all confidential information furnished with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Competing Proposal or Alternative Transaction potential Competing Proposal during the six (6) months prior to the date of this Support Agreement, to the extent such return or destruction had not previously been requested. Nothing in each casethis Section 5.15(a) shall prohibit Issuer, solely with respect directly or indirectly through any Representative, from informing any person that Issuer is party to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any this Support Agreement and informing such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation person of the restrictions that are set forth in this Section 6 by Affiliates 5.15(a). (b) For purposes of Sponsor this Support Agreement, “Competing Proposal” means, with respect to Issuer, any debt, revenue interest or synthetic royalty financing, monetization or other similar transaction targeted at a Licensed Product. For the avoidance of doubt, term loans, venture debt or other traditional loans or credit facilities not targeted at a Licensed Product shall not be deemed to be a breach Competing Proposal. (c) In addition to its obligations set forth in Section 5.15(a), Issuer shall promptly advise Subscriber in writing in the event that Issuer or any of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer its Subsidiaries or director of Sponsor Affiliates or its Affiliates from duly exercising his or her authoritytheir Representatives receives (i) any inquiry or request for information, discussion or otherwise acting negotiation that would reasonably be expected to lead to or that contemplates a Competing Proposal or (ii) any proposal or offer that would reasonably be expected to lead to a Competing Proposal, in his or her capacity, as officer or director each case together with a description of the material terms and conditions of any entity (including with respect to such inquiry, request, proposal or offer, the identify of the Person making such inquiry, request, proposal or offer, and a copy of any other special purpose acquisition companies and/or their sponsors) other than Sponsor written proposal, offer or SPACdraft agreement provided by such Person.

Exclusivity. During The Company and the period beginning on Selling Entities agree that, between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for Company and the benefit of the Company, Sponsor Selling Entities shall not, and shall cause take all action reasonably necessary to ensure that none of the Company, any of its Subsidiaries, or any of their respective Affiliates not toor Representatives, acting at their direction or on their behalf, shall, directly or indirectly indirectly: (a) solicit, initiate, consider, encourage, or accept any other proposals or offers from any Person (a “Third Party Proposal”) (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC relating to any Person relating to, a Business Combination Proposal, an Acquisition Proposal direct or Alternative Transaction (in each case, solely with respect to SPAC) indirect acquisition or afford to purchase of all or any Person access to portion of the business, properties, assets capital stock or personnel other equity or ownership interest of SPAC (in each case, solely in their respective capacities as businesses, properties, assets the Company or personnel any Subsidiaries of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)the Company, (ii) to enter intointo any merger, consolidation, or encourage SPAC other business combination relating to the Company or any Subsidiaries of the Company, or (iii) to enter intointo a recapitalization, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principlereorganization, or any other agreement extraordinary business transaction involving or otherwise relating to a Business Combination 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, an Acquisition Proposal or Alternative Transaction (in each caseconversations, solely negotiations and other communications with any Persons conducted heretofore with respect to SPACa 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 the Selling Entities, as applicable, shall (iiii) grant any waiverrequest in writing (to the extent it has not previously requested) that each third party that has previously executed since March 31, amendment 2019 a confidentiality or release under any confidentiality similar agreement or the anti-takeover Laws of any state in connection with its consideration of a Business Combination Proposalproposal or offer promptly return to the Company or the Selling Entities, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)as applicable, or (iv) otherwise knowingly facilitate destroy any confidential information previously furnished or made available to such inquiriesthird party or any of its Representatives by or on behalf of the Company or any of the Selling Entities, proposals, discussionsas applicable, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (their respective Representatives in each case, solely accordance with respect to SPAC). Without limiting the foregoing, it is agreed that any violation terms of the restrictions set forth confidentiality agreement in this Section 6 place with such third party and (ii) terminate access to each such third party to the virtual “data room” established by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACthe Company and the Selling Entities.

Exclusivity. During Each of the period beginning on MBS Parties agrees that from the date execution of this Agreement and ending on until the earlier of the Closing and the termination of this Agreement, the MBS Parties shall not, and the MBS Parties shall take all action necessary to ensure that none of the Company or any of its Subsidiaries or any of their respective Related Parties, any Related Party of an MBS Party or any Representatives of the foregoing shall, directly or indirectly: (a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any direct or indirect acquisition or purchase of all or any portion of the Closing and capital stock or other equity or ownership interest of the Company or any of its Subsidiaries or assets of the Company or any of its Subsidiaries, other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any merger, consolidation or other business combination relating to the Company or any of its Subsidiaries or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries; or (b) the date on which the BCA is validly terminated participate in accordance any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with its termsrespect to, for the benefit or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the Companyforegoing. The MBS Parties immediately shall cease and cause to be terminated all existing discussions, Sponsor conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Nothing in this Section 5.3(b) is intended to or shall prevent any MBS Party from informing any other Person that such MBS Party is restricted from having any of the foregoing discussions, conversations, negotiations or other communications. (c) The MBS Parties shall notify the Buyer 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 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 MBS Parties shall not, and shall cause their respective Related Parties and the Company and each of its Affiliates Subsidiaries not to, directly or indirectly (i) initiate any negotiations with release any Person solely with respect to SPACfrom, or provide waive any non-public information provision of, any confidentiality or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) standstill agreement entered into in connection with a Business Combination Proposalany such actual or potential proposal or offer, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter intowhich the MBS Parties, any acquisition agreement, merger agreement of the MBS Parties’ respective Related Parties or similar definitive agreement, the Company or any letter of intentits Subsidiaries is a party, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or without the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation prior written consent of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACBuyer.

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement pursuant to Section 7.1, for the benefit none of the CompanyWarrantors or any of their respective Affiliates, Sponsor shall notofficers, directors, representatives or agents shall, and the Warrantors shall cause its Affiliates the other Group Companies and their respective Affiliates, officers, directors, representatives and agents not to, directly or indirectly (i) initiate solicit, initiate, consider, encourage or accept any negotiations with other proposals or offers from any Person solely with respect (A) relating to SPACany 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 provide (B) to enter into any non-merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction (including but not limited to public information offerings) involving or data concerning SPAC otherwise relating to any Person relating toGroup Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions, conversations, negotiations and other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing. The Warrantors shall, it is agreed that any violation of and shall cause the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed other Group Companies to, immediately cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any of the foregoing. The Warrantors shall notify Parent promptly if any such proposal or offer, or any inquiry or other special purpose acquisition companies and/or their sponsors) contact with any Person with respect thereto, is made and shall, in any such notice to Parent, 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 than Sponsor contact. The Warrantors agree not to, and the Warrantors agree to cause the other Group Companies not to, without the prior written consent of Parent, release any Person from, or SPACwaive any provision of, any confidentiality or standstill agreement to which any such Warrantor is a party, to the extent in connection with the transactions contemplated hereby.

Exclusivity. During the period beginning on from the date of this Agreement and ending on until the Closing or the earlier termination of (a) the Closing and (b) the date on which the BCA is validly terminated this Agreement in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates controlled Affiliates, which for the avoidance of doubt includes IOP, not to, directly or indirectly indirectly, (ia) initiate any solicit, initiate, encourage, engage or participate in discussions or negotiations with any Person solely (other than the Buyer and its Affiliates and representatives) with respect to SPACto, or provide enter into any non-public information agreement or data concerning SPAC accept any offer to consummate any Person relating to(i) merger or consolidation involving the Acquired Companies, a Business Combination Proposal(ii) sale of substantially all of the assets of any Acquired Company, an Acquisition Proposal (iii) sale of any equity securities of the Acquired Companies (or Alternative Transaction (in each caseany rights to acquire securities convertible into or exchangeable for, solely with respect to SPACequity securities) or afford to any Person access to (iv) similar transactions or business combinations for the business, properties, assets or personnel acquisition of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies the Acquired Companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal business or Alternative Transaction assets (in each case, solely with respect to SPAC(i), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv), an “Acquisition Proposal”) otherwise knowingly or (b) furnish any information with respect to, assist or participate in or facilitate in any such inquiries, proposals, discussions, or negotiations or other manner any effort or attempt by any Person (other than the Buyer and its Affiliates and representatives) to make a Business Combination Proposaldo or seek to do any of the foregoing. The Company shall immediately cease and cause to be terminated, an Acquisition Proposal and shall instruct its Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or Alternative Transaction (in each case, solely negotiations with any Persons conducted heretofore with respect to SPAC)an Acquisition Proposal. Without limiting In addition to the foregoingother obligations under this Section 5.2, it is agreed that the Company shall promptly (and in any violation event within three (3) Business Days after receipt thereof by the Company or its representatives) advise Buyer of any written Acquisition Proposal, the material terms and conditions of the restrictions set forth in same, and the identity of the Person making such Acquisition Proposal. The Company agrees that the rights and remedies for noncompliance with this Section 6 by Affiliates of Sponsor 5.2 shall be deemed to be a breach of this include having such provision specifically enforced in accordance with Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC10.14 hereof.

Exclusivity. During the period beginning on From the date of this Agreement and ending on until the earlier of the Closing or the termination of this Agreement: (a) Neither the Closing Company, Holdco, or the Merger Subs shall take, nor shall any of them permit any of their respective Representatives to take, any action to solicit, encourage, continue, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than the SPAC and/or any of its Affiliates) concerning any purchase of any of the Company’s equity securities or any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, asset sale or similar transaction involving the Company, or any initial public offering or direct listing on any stock exchange, except, in each case, as expressly permitted by the terms of this Agreement (each such transaction, an “Alternative Transaction”). The Company shall, and shall cause Holdco and the Merger Subs and any of its or their Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than SPAC and its Affiliates) with respect to any Alternative Transaction. Notwithstanding the foregoing, the Company or its Representatives may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction so long as such exclusivity agreement remains in effect. The Company shall promptly (but in any event within forty-eight (48) hours) notify the SPAC if the Company, Holdco, the Merger Subs or any of its or their Representatives receive any offer for, or any solicitation to discuss or negotiate, an Alternative Transaction. (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor The SPAC shall notnot take, and shall cause its Affiliates and their respective Representatives not toto take, directly any action to solicit, encourage, continue, initiate or indirectly (i) initiate any engage in discussions or negotiations with any Person solely with respect to SPACwith, or provide any non-public information to or data concerning SPAC to enter into any agreement with any Person relating (other than the Company and/or any of its Affiliates) concerning any Business Combination (each such transaction, an “Alternative SPAC Transaction”). The SPAC shall, and shall cause its Affiliates and its and their respective Representatives to, a Business Combination Proposalimmediately cease and cause to be terminated all existing discussions, an Acquisition Proposal or Alternative Transaction conversations, negotiations and other communications with any Person (in each case, solely other than the Company and its Affiliates) with respect to SPAC) or afford to any Person access Alternative SPAC Transaction. The Company hereby acknowledges that prior to the businessdate of this Agreement, propertiesthe SPAC has provided information relating to the SPAC and has afforded access to, assets or personnel of SPAC (and engaged in each casediscussions with, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) Persons in connection with a Business Combination Proposalproposed Alternative SPAC Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal or Alternative SPAC Transaction (in each casewithout any breach by the SPAC of this Section 5.8(b). Notwithstanding the foregoing, solely with respect to the SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreementof its Affiliates and any of its or their respective Representatives may respond to any unsolicited proposal regarding an Alternative SPAC Transaction by indicating that the SPAC is subject to an exclusivity agreement and is unable to entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative SPAC Transaction so long as such exclusivity agreement remains in effect. The SPAC shall promptly (but in any event within (48) forty-eight hours) notify the Company, merger agreement if the SPAC or similar definitive agreementany of its Representatives receives any offer for, or any letter of intent, memorandum of understanding solicitation to discuss or agreement in principle, or any other agreement relating to a Business Combination Proposalnegotiate, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACSPAC Transaction.

Exclusivity. During From the period beginning on date hereof until the earlier of the Closing or the valid termination of this Agreement, TreeHouse hereby covenants and agrees that it will not, and will cause and instruct its Affiliates (including the Group Companies) and its and their respective Representatives, directly or indirectly, not to: (a) solicit or encourage, or take any other action to knowingly facilitate, any inquiries or the making of any proposal relating to, any Competing Transaction, (b) enter into discussions or negotiate with any Person with respect to any Competing Transaction or (c) endorse or agree to endorse, or enter into any definitive agreement with any Person with respect to, any Competing Transaction. Promptly following the receipt of any inquiry, proposal or other communication relating to a Competing Transaction (and in any event within two Business Days thereafter), TreeHouse agrees to notify the Buyer of such receipt of such inquiry or proposals. For purposes of this Agreement, a “Competing Transaction” means any of the following: (i) any merger, consolidation, share exchange, business combination, joint venture, partnership, or similar transaction (or series of transactions) involving any of the Group Companies; (ii) any sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of a material portion of the assets of any of the Group Companies; (iii) any transaction contemplating either the issuance by the Group Companies of any, of their equity interests or the acquisition (directly or indirectly) by any Person of any of the any Group Company’s equity interests; or (iv) any similar transaction, in each case other than the transactions contemplated by this Agreement, provided, however, that a sale (by merger or otherwise) of the equity of TreeHouse shall not be deemed a “Competing Transaction”. As soon as reasonably practicable following the date of this Agreement, TreeHouse shall, or shall cause its Representatives to, (A) terminate any access to any data room (real or virtual) established by TreeHouse or its Representatives in connection with the transactions contemplated by this Agreement and ending on or any other proposed strategic transaction to the earlier of (a) extent involving the Closing Business; and (bB) send out notices to any third party (other than the date on which Buyer’s Affiliates or its Representatives) that has executed a confidentiality or non-disclosure agreement in connection with any proposed strategic transaction to the BCA is validly terminated extent involving the Business and received confidential information relating to the Business to return or destroy such information in accordance with its terms, for the benefit terms of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly such confidentiality or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction disclosure agreement (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACif any), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing Interim Period, BCG shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Avalon and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of BCG’s equity securities or the issuance and sale of any securities of, or membership interests in, BCG or its Subsidiaries (bother than any purchases of equity securities by BCG from employees of BCG or its Subsidiaries) or any merger or sale of substantial assets involving BCG or its Subsidiaries, other than immaterial assets or assets sold in the date on which ordinary course of business or transactions permitted by Section 7.01 (each such acquisition transaction, but excluding the BCA is validly terminated in accordance with its termsTransactions, for the benefit of the Company, Sponsor shall notan “Acquisition Transaction”). BCG shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the Execution Date with respect to SPACto, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, Avalon 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 non-public information Person (other than BCG, its stockholders and/or any of their Affiliates or data concerning SPAC 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 BCG, its stockholders and their respective Affiliates and Representatives. Avalon shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating conducted prior to the Execution Date with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on the date of this Agreement and ending on Until the earlier of (a) the Closing and (b) Effective Time or the date on which this Agreement is terminated pursuant to Section 8.1, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Sellers shall not, and shall cause each of the Transferred Companies and its Affiliates and their respective Representatives not to, directly or indirectly indirectly, (i) initiate initiate, solicit or encourage the submission of any negotiations with any Person solely with respect to SPACinquiries, proposals or offers, provide any non-public information or data concerning SPAC or access to any Person relating to, a Business Combination Proposal, an Acquisition Proposal to or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposalpotential Competing Transaction, an Acquisition Proposal or Alternative Transaction (make any other efforts or attempts that constitute, or would reasonably be expected to lead to, any Competing Transaction, or engage in each case, solely any discussions or negotiations with respect to SPAC), (ii) enter intothereto or otherwise cooperate with or assist or participate in, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussionsdiscussions or negotiations, (ii) approve or recommend, or negotiations publicly propose to approve or recommend to the stockholders of the Company, a Competing Transaction, (iii) enter into any effort merger agreement, letter of intent or attempt other agreement providing for or relating to a Competing Transaction, (iv) enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting do any of the foregoing, it is agreed that any violation . The Company shall immediately cease and cause to be terminated all discussions or negotiations existing as of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach date of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict Agreement with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of Person and any entity (including other activities conducted heretofore with respect to any Competing Transaction and, subject to the other special purpose acquisition companies and/or their sponsors) provisions of this Section 6.5, will use its commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement to which any of the Transferred Companies is a party, including by requesting the prompt return or destruction of all confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms and provisions thereof in a court of competent jurisdiction. In addition, the Company shall immediately terminate access for all Persons to the Data Room (other than Sponsor with respect to Buyer or SPACits Representatives). For purposes of this Section 6.5, the term “Competing Transaction” shall mean any inquiry, proposal or offer from any Person or group of Persons other than Buyer or its Affiliates relating to the acquisition of all or any portion of the equity 42 or assets of any Transferred Company (including any acquisition structured as a merger, consolidation, share exchange, sale, lease, license or otherwise).

Exclusivity. During the period beginning on Interim Period, the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Seller shall not, and shall cause its Affiliates (including the Company and its Subsidiaries) and instruct their respective Representatives not to, directly (a) solicit, initiate, facilitate or indirectly encourage any offer or proposal for, or indication of interest in, an Alternative Transaction from any Person, (ib) initiate any engage in, continue, facilitate, encourage or otherwise participate in discussions or negotiations with any Person solely with in respect of an Alternative Transaction, (c) furnish or cause to SPAC, or provide any non-public information or data concerning SPAC be furnished to any Person relating toany information concerning the Company or its Subsidiaries in connection with an Alternative Transaction, a Business Combination Proposal, (d) enter into any Contract with any Person setting forth the terms and conditions for an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or 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 agreement (e) otherwise cooperate in principleany way with, or any other agreement relating to a Business Combination Proposalassist or participate in, an Acquisition Proposal facilitate or Alternative Transaction (in each caseencourage, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any other Person to make a Business Combination Proposaldo or seek any of the foregoing. The Seller and the Company further agree to, 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 negotiations with any Person or group of Persons (other than Purchaser and its Affiliates) regarding an Acquisition Proposal Alternative Transaction and any and all access (whether through an electronic dataroom or otherwise), and shall cease to provide, to any such Person or group any non-public or proprietary information of or relating to the Company and any of its Subsidiaries regarding an Alternative Transaction. Neither the Seller nor the Company shall, and they shall cause their Affiliates to instruct their Representatives not to, respond to any inquiry made by any Person concerning any such Alternative Transaction (in each caseincluding Persons with whom the Representatives may have had discussions prior to the date hereof), solely with respect except to SPAC). Without limiting the foregoing, it is agreed that any violation advise such Person of the limitations and restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach 7.18. For purposes of this Section 6 by Sponsor. For avoidance of doubt7.18, this Section 6 a “Person” shall in no way restrict any officer or director of Sponsor not include Purchaser or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACrespective Representatives.

Exclusivity. During Until the period beginning on earlier to occur of (i) the date Closing or (ii) the termination of this Agreement pursuant to Sect▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ the Shareholders will (and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit Shareholders will not cause or permit HCC or any of the Company, Sponsor shall not, and shall cause its Affiliates not Shareholders' agents or representatives to, directly or indirectly ) (i) initiate any negotiations with any Person solely with respect to SPACsolicit, initiate, or provide encourage the submission of any non-public information proposal or data concerning SPAC to offer from any Person relating toto the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of HCC (including any acquisition structured as a Business Combination Proposalmerger, an Acquisition Proposal consolidation or Alternative Transaction (in each case, solely with respect to SPACshare exchange) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement facilitate in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or manner any effort or attempt by any Person to make do or seek any of the foregoing. None of the Shareholders will vote their HCC Shares in favor of any such acquisition structured as a Business Combination Proposalmerger, an Acquisition Proposal consolidation or Alternative Transaction (in each caseshare exchange. The Seller and Shareholders will notify Kend▇▇ ▇▇▇mptly if any Person makes any proposal, solely offer, inquiry, or contact, of which they become aware, with respect to SPAC). Without limiting any of the foregoing, it is agreed that . If any violation of the restrictions Shareholders or HCC violate the covenants set forth in this Section 6 by Affiliates 5(h), or if, after this Agreement has been executed, the Shareholders and HCC are obligated to consummate the transactions contemplated and the Shareholders and HCC fail to do so, in either event, HCC and the Shareholders shall: (i) pay Kend▇▇, ▇▇ liquidated damages, an amount equal to Three Percent (3%) of Sponsor the Purchase Price, which shall be deemed include the Earnout Amount; and (ii) reimburse Kend▇▇ ▇▇▇ all out-of-pocket expenses (including attorneys' and accountants' fees) Kend▇▇ ▇▇▇urs in connection with the transaction contemplated hereby. The foregoing liquidated damages provision shall not apply if (i) the transaction with Kend▇▇ ▇▇ consummated, or (ii) if the transaction is not consummated due to be a breach of this Section 6 Agreement by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACKend▇▇.

Exclusivity. During The Company and the period beginning on Voting Stockholders agree that between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for Company and the benefit of the Company, Sponsor Voting Stockholders shall not, and shall cause its take all action necessary to ensure that none of the Company or any of their respective Affiliates or Representatives does not to, directly or indirectly indirectly, through any shareholder, officer, director, employee, agent or otherwise, (i) initiate participate in any negotiations with any Person solely or solicit, initiate or encourage submission of, or entertain, inquiries, proposals or offers relating to an acquisition of or investment in or merger or other transaction with respect to SPACthe Company or its stock, business or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC any material part thereof (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACthe “Subject Matter”), ; (ii) enter into, or encourage SPAC to enter into, into any acquisition agreement, merger agreement or similar definitive agreementtake any action that by its terms or effect could reasonably be expected to adversely affect the ability of the parties hereto to consummate the Transaction on the terms and conditions set forth herein and in the Transaction Documents; or (iii) furnish or authorize any shareholder, officer, director, employee, agent or representative to furnish any letter information concerning this Agreement or the Transaction Documents or the Transactions contemplated hereby or thereby to any Person. The Company and Voting Stockholders will promptly notify the ILOG Group of intentany unsolicited inquiry, memorandum of understanding proposal or agreement in principle, or any other agreement offer relating to a Business Combination Proposal, an Acquisition Proposal any of the foregoing Transactions and will refrain from engaging in negotiations or Alternative Transaction (in each case, solely providing any information with respect to SPAC)such inquiry, (iii) grant proposal or offer. The Company and the Voting Stockholders will immediately cease and cause to be terminated any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposalsexisting activities, discussions, or negotiations or any effort or attempt by with any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including conducted heretofore with respect to any of the foregoing. The Company and Voting Stockholders will promptly request that all Persons who have heretofore executed a confidentiality agreement in connection with such Person’s consideration of the foregoing to return or destroy all confidential information heretofore furnished to such Persons by or on behalf of the Company, will enforce all obligations under such confidentiality agreements and upon request, will provide to the ILOG Group copies of certificates from such Persons certifying the return or destruction of such confidential information. At the Closing, the Voting Stockholders will assign to the ILOG Group, all their rights under all confidentiality agreements relating to the sale of or other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACtransactions involving the foregoing.

Exclusivity. During (a) Prior to the period beginning on earlier of the date Closing and the termination of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsArticle VIII, for the benefit Corporation shall not (and shall not permit their respective directors, officers, employees, equityholders, Affiliates, financial advisors, attorneys, accountants, or other representatives (collectively, “Representatives”) to), directly or indirectly, (i) accept, or enter into any agreement with respect to, any existing proposal or offer outstanding as of the CompanyAgreement Date or received after the Agreement Date from any other Person to consummate a Competing Transaction, Sponsor or (ii) solicit, initiate, knowingly facilitate or knowingly encourage, engage in discussions or negotiations with, or furnish information to, any Person other than Parent with respect to a Competing Transaction. (i) The Corporation and the Stockholders shall cause any pending discussions or negotiations with any other Person regarding a Competing Transaction to be immediately terminated, (ii) the Corporation shall terminate access by any Person other than Parent to any virtual or electronic data room containing confidential information regarding the Corporation or any subsidiary of the Corporation and shall request from each Person that had access to any such data room (other than Parent and its Representatives) the prompt return or destruction of all non-public information with respect to the Corporation previously provided to such Person, and (iii) the Corporation and the Stockholders, shall not, and shall cause its Affiliates their respective Representatives not to, directly or indirectly (i) initiate any negotiations indirectly, deal with any Person solely other than Parent with respect to SPACdiscussing or negotiating any Competing Transaction. The Corporation shall notify Parent promptly, and in any event within 24 hours, if any inquiry or provide any non-public information or data concerning SPAC to any Person relating toproposal regarding a Competing Transaction is made, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC) or afford to any Person access to such notice the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation identity of the restrictions set forth Person making the inquiry or proposal, the terms thereof, and, if in this Section 6 by Affiliates written form, complete and accurate copies thereof. (c) No later than two Business Days after the Agreement Date, the Corporation shall withdraw the filing of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including the Triller LLC 2024 S-1 with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACan appropriate SEC withdrawal filing.

Exclusivity. During Neither the period beginning Company nor any of its directors, officers or employees shall, and the Company shall use its best efforts to ensure that none of its representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from or with any person (other than Acquiror) or such person's directors, officers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) the acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) the acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or more of (A) the Company Common Stock or (B) the total number of votes that may be cast in the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or (iii) any merger, amalgamation or other combination of the Company with any person. The Company has, upon execution of this Agreement, immediately ceased or caused to be terminated any existing discussions or negotiations with any parties other than Acquiror conducted prior to the date hereof with respect to any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), unless already in existence on the date hereof) and may participate in such discussions and negotiations directly or through its representatives if (i) the failure to provide such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 26 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Higher Offer (provided that the Company shall have provided Acquiror with at least six business days' notice of its intention to so enter, the terms of the Higher Offer and the identity of the other party thereto), shall not constitute a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company shall not enter into an agreement with a third party with respect to, or waive, modify or redeem the Rights or take any action to approve such transaction under any antitakeover provision of the Company's certificate of incorporation or state law in connection with, any Third Party Acquisition unless and ending on the earlier of (a) the Closing and (b) the date on which the BCA until this Agreement is validly terminated in accordance with its terms, for the benefit provisions of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACArticle VII.

Exclusivity. During the period beginning on Interim Period, the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Parties shall not, and shall cause their respective Subsidiaries and its Affiliates and their respective Representatives not to, directly or indirectly indirectly, (ia) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, 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, (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, or in response to, any Alternative Transaction, (c) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (d) furnish any non-public information regarding such Party or data concerning SPAC its Subsidiaries, and its and their respective businesses, operations, assets, liabilities, financial condition, prospects or employees in connection with, or that would reasonably be expected to lead to, an Alternative Transaction to any Person relating to, or group (other than a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACParty and its Representatives), (iie) enter intorelease any Third Party from, or encourage SPAC to enter intowaive any provision of, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement to which such Party is a party or the anti-takeover Laws of (f) otherwise cooperate in any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)way with, or (iv) otherwise assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any Person Third Party to make do or seek to do any of the foregoing or seek to circumvent this ‎Section 6.04; 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 Business Combination Proposalviolation of this ‎Section 6.04. For purposes of this Agreement, an Acquisition Proposal “Alternative Transaction” shall mean (i) with respect to the Company, (x) the issuance, sale or Alternative Transaction transfer to or investment by any Person in any newly issued or currently outstanding Equity Interest in the Company (whether by merger, recapitalization, tender offer or otherwise), (y) the sale or transfer of any assets of the Company to any Person (except, in each casethe cases of clauses (x) and (y) with respect to any de minimis transfers of Equity Interests or assets or any issuance, solely sale, transfer, investment of Equity Interests or assets permitted by the terms of this Agreement, the Support Agreements or the Plan of Arrangement), or (z) any merger or business combination between the Company and any other Person, and (ii) with respect to SPAC, any direct or indirect acquisition of assets or business of any Person, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, that would constitute an “initial business combination” as defined in SPAC’s prospectus for its initial public offering. 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 shall promptly request each Person (other than the Parties and their respective Representatives) that since January 1, 2022 has 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, and in accordance with the terms of, such confidentiality agreement). If a Party 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 during the Interim Period, then such Party shall (A) promptly (and in no event later than forty-eight (48) hours after such Party becomes aware of such inquiry or proposal) notify the other Party and describe the material terms and conditions of any such Alternative Transaction in reasonable detail (including the identity of any person or entity making such inquiry or proposal) and (B) keep the other Party fully informed on a current basis (within forty-eight (48) hours) of any modifications to such offer or information. Without limiting the foregoing, it is agreed the Parties agree that any violation of the restrictions set forth in this Section 6 ‎Section 6.04 by a Party or any of its Subsidiaries or its or their respective Affiliates of Sponsor or Representatives shall be deemed to be a breach of this Section 6 ‎Section 6.04 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACsuch Party.

Exclusivity. During the period beginning on Between the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement pursuant to Section 8.1, for the benefit none of the CompanyWarrantors or any of their respective Affiliates, Sponsor officers, directors, representatives or agents shall, and the Warrantors shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents to not, and shall cause its Affiliates not to, directly or indirectly (i) initiate solicit, initiate, consider, encourage or accept any negotiations with other proposals or offers from any Person solely with respect (A) relating to SPACany 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 provide (B) to enter into any non-public information merger, consolidation, business combination, recapitalization, reorganization or data concerning SPAC other extraordinary business transaction involving or otherwise relating to any Person relating toGroup Company, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoparticipate in any discussions, conversations, negotiations and other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing. The Warrantors immediately shall, it is agreed that any violation of and the restrictions set forth in this Section 6 by Affiliates of Sponsor Warrantors immediately shall be deemed cause the other Group Companies to, cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any of the foregoing. The Warrantors shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other special purpose acquisition companies and/or their sponsors) 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 than Sponsor contact. The Warrantors agree not to, and the Warrantors shall cause the other Group Companies not to, without the prior written consent of the Purchaser, release any Person from, or SPACwaive any provision of, any confidentiality or standstill agreement to which any Warrantor or Group Company is a party.

Exclusivity. During the period beginning on from the date of this Agreement and ending on to the earlier of (a) the Closing and (b) the date on which the BCA such time as this Agreement is validly terminated in accordance with its terms, except for the benefit of Transactions, the Company, Sponsor Company shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly 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) initiate participate in any discussions or negotiations with any Person solely with respect to SPAC(other than Parent, or provide any non-public information or data concerning SPAC to any Person relating to, its Affiliates and their Representatives) regarding a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)Competing Transaction, (ii) enter intofurnish to any Person (other than Parent, its Affiliates and their Representatives) any information or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely documentation with respect to SPAC), a Competing Transaction or the Company Group and (iii) grant cooperate with, assist in, participate in, facilitate or encourage a Competing Transaction or (c) enter into any waiverunderstanding, amendment arrangement, agreement, agreement in principle or release under other commitment (whether or not legally binding) with any confidentiality agreement or Person (other than Parent, its Affiliates and their Representatives) regarding a Competing Transaction. Promptly following the anti-takeover Laws of execution hereof (and in any state in connection with a event within one (1) Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACDay), or the Company shall (ivi) otherwise knowingly facilitate terminate access to any such inquiriesPerson (other than Parent, proposals, discussionsthe Company Group and their respective Affiliates and Representatives) to any electronic data room maintained by, or negotiations or any effort or attempt by any Person to make a Business Combination Proposalon behalf of, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor Company Group or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Representatives with respect to any Competing Transaction, the Company Group or the Transactions and (ii) exercise any contractual rights available to it (or any other special purpose acquisition companies and/or their sponsorsmember of the Company Group) to cause each Person (other than Sponsor Parent, its Affiliates and their Representatives) who received non-public or SPACconfidential information of 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 written proposal during the period from the date of this 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. (a) During the period beginning on Interim Period, the date Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or 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 the Company from employees of the Company or its Subsidiaries or in a Permitted Equity Financing) 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 ending on the earlier of (a) other Transaction Agreements and the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit consummation of the Company, Sponsor Transactions shall notnot be deemed a violation of this Section 9.03(a). The Company shall, and shall cause its Affiliates not and Representatives to, directly immediately cease any and all existing discussions or indirectly (i) initiate any negotiations with any Person solely conducted prior to the date hereof with respect to SPACto, or 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 non-public information Person (other than the Company, its stockholders and/or any of their Affiliates or data concerning SPAC 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 stockholders and their respective 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 9.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person relating 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, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC.

Exclusivity. During the period beginning on From the date of this Agreement and ending on until the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated Date or termination of this Agreement in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its the Subsidiaries and their respective officers, directors, employees, agents, partners, Affiliates and other representatives not to, directly or indirectly (i) initiate indirectly, solicit, initiate, encourage, assist or respond to the submission of any negotiations with proposal or offer from any Person solely relating, with respect to SPACthe Company or any Subsidiary, or provide any non-public information or data concerning SPAC to any Person relating to(a) liquidation, a Business Combination Proposal, an Acquisition Proposal dissolution or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)recapitalization, (iib) enter intomerger or consolidation, (c) acquisition or encourage SPAC to enter into, any acquisition agreement, merger agreement purchase of all or similar definitive agreementa significant portion of the assets of, or any letter of intentequity interest in, memorandum of understanding the Company or agreement any Subsidiary or (d) similar transaction or business combination (a “Competing Transaction”), nor participate in principleany or continue any ongoing discussions or negotiations regarding, or furnish to any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely Person any information with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)to, or (iv) otherwise knowingly facilitate cooperate in any such inquiries, proposals, discussionsway with, or negotiations assist or participate in, facilitate or encourage, any effort or attempt by any Person to make pursue or effect a Business Combination Proposal, an Acquisition Proposal Competing Transaction or Alternative Transaction (in each case, solely enter into any agreement with respect to SPAC)a Competing Transaction. Without limiting the foregoingThe Company shall, it is agreed that and shall cause all Persons acting on its behalf to, (i) immediately cease any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubtexisting activities, this Section 6 shall in no way restrict discussions and negotiations with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons with respect to any of the foregoing, (ii) not make any other special purpose acquisition companies and/or their sponsors) filings with the SEC other than Sponsor in connection with withdrawing the Registration Statement, which it may elect to do at its option, and (iii) immediately cease all marketing activities in connection with the contemplated initial public offering of equity securities of the 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 confidential information about the Company that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any actual or SPACpotential proposal by such Person to acquire the Company (or any portion thereof, other than pursuant to the offering contemplated by the Registration Statement) to promptly return or destroy all such information.

Exclusivity. During Each Seller Party and the period beginning on Company agree that between the date of this Agreement Date and ending on 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) relating to any direct or indirect acquisition or purchase of all or any portion of the Closing and (b) capital stock or other equity or ownership interest of the date on which the BCA is validly terminated in accordance with its terms, for the benefit Company or assets of the Company, Sponsor shall notother than inventory to be sold in the Ordinary Course, and shall cause its Affiliates not to(ii) to enter into any merger, directly consolidation or indirectly 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 extraordinary business transaction involving all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company (the foregoing clauses (i) initiate any negotiations with any Person solely with respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter intoand (iii), a “Company Sale Transaction”) (for the avoidance of doubt, 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 encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposalseek to do any of the foregoing. Each Seller Party and the Company immediately shall cease and cause to be terminated all existing discussions, an Acquisition Proposal or Alternative Transaction (in each caseconversations, solely negotiations and other communications with any Persons conducted heretofore with respect to SPAC)a Company Sale Transaction. Without limiting 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 confidentiality or standstill agreement to which such Seller Party or the Company is a party relating to a Company Sale Transaction, without the prior written consent of Purchaser. Notwithstanding the foregoing, it is agreed that any violation of the restrictions set forth nothing in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer 6.3 or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsorsprovision in this Agreement shall prohibit or limit a Seller Party from soliciting, initiating, considering, encouraging or accepting any other proposals or offers or participating in any discussions, conversations, negotiations or other communications regarding a Seller CIC Transaction with any third-party (and from consummating any such Seller CIC Transaction) other than Sponsor provided that any such Seller CIC Transaction does not prevent, prohibit, challenge or SPACmaterially hinder or delay the consummation of the Transaction.

Exclusivity. During From the period beginning on Agreement Date until the date earlier to occur of the Closing and the termination of this Agreement pursuant to and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its termsSection 8.1, for the benefit of the Company, Sponsor shall each Principal and Seller agrees that it will not, and shall will cause its Affiliates and its and their respective directors, officers, managers, members, employees, agents, financing sources, advisors or other representatives (collectively, “Representatives”) not to, directly or indirectly 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) initiate the sale or transfer of all or any negotiations with any Person solely with respect to SPAC, portion of the Business or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction the Purchased Assets (other than the sale of Inventory in each case, solely with respect to SPACthe ordinary course of business) or afford to any Person access to the business, properties, assets equity interests or personnel other securities of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), any Seller; (ii) enter intoany acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing, refinancing, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, transaction involving the Business or any letter of intent, memorandum of understanding Seller; or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement other business combination involving the Business or the anti-takeover Laws of Purchased Assets or any state in connection with a Business Combination ProposalSeller (each, an “Acquisition Proposal Transaction”); (b) participate in any discussion or Alternative Transaction (in each casenegotiation regarding, solely or furnish any information with respect to SPAC)to, or assist or facilitate in any manner, any Acquisition Transaction; or (ivc) otherwise knowingly facilitate enter into any such inquiriesagreement regarding, proposalsauthorize, discussionsapprove, 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 effort of their Affiliates or attempt by Representatives, on the one hand, and any Person to make a Business Combination Proposalthird parties, an Acquisition Proposal or Alternative Transaction (in each caseon the other hand, solely with respect to SPAC). Without limiting regarding any of the foregoing, it is agreed that and each Principal and Seller agrees to notify Purchaser promptly if any violation Person makes any proposal, offer, inquiry or contact related to an Acquisition Transaction to any of them or any of their Affiliates or Representatives from the Agreement Date until the earlier to occur of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach Closing and the termination of this Agreement pursuant to and in accordance with Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPAC8.1.

Exclusivity. During the period beginning on (a) Each Seller agrees that between the date of this Agreement and ending on the earlier of (a) the Phase II Closing and (b) the date on which the BCA is validly terminated in accordance with its termstermination of this Agreement, for the benefit of the Company, Sponsor such Seller shall not, and shall cause take all action necessary to ensure that none of its controlled Affiliates not to, directly or indirectly any of their respective Representatives shall: (i) initiate sell any negotiations with of the Purchased Assets (other than pursuant to this Agreement) or solicit, initiate, consider, encourage or accept any Person solely with respect to SPAC, other proposals or provide any non-public information or data concerning SPAC to offers from any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to direct or indirect acquisition or purchase of all or any material portion of the businessPurchased Assets, propertieswhether effected by sale of assets, assets sale of stock, merger, exclusive license, or personnel of SPAC (in each caseotherwise; provided, solely in their respective capacities as businesseshowever, properties, assets or personnel of SPAC disregarding whether they are shared that Buyers acknowledge and agree that any actions taken by other special purpose acquisition companies or their representatives) Sellers in connection with Servicing and/or resolution or settlement of a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACTransferred Loan shall not be prohibited by this Section 6.15(a), provided such actions are in compliance with Section 6.01 and Section 6.14(a); or (ii) enter intoparticipate in any discussions, conversations, negotiations or other communications regarding, or encourage SPAC furnish to enter into, any acquisition agreement, merger agreement or similar definitive agreementother Person any information with respect to, or otherwise cooperate in any letter of intentway, memorandum of understanding assist or agreement in principleparticipate in, facilitate or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect seek to SPAC). Without limiting do any of the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor . Such Seller immediately shall be deemed cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated all existing discussions, this Section 6 shall in no way restrict conversations, negotiations and other communications with any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including Persons conducted heretofore with respect to any of the foregoing. (b) The Sellers 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 special purpose acquisition companies and/or their sponsors) contact with any Person with respect thereto, is made. Any such notice to the Buyers shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other than Sponsor contact and the terms and conditions of such proposal, offer, inquiry or SPACother contact. No Seller shall release any Person from, or waive any provision of, any confidentiality agreement relating to the Purchased Assets to which such Seller is a party, without the prior written consent of the Buyers.

Exclusivity. During the period beginning on (a) From the date of this Agreement and ending on the earlier of (ai) the Closing and and/or (bii) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (iA) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data 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 SPAC (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 relating 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 Business Combination Proposalviolation of this Section 7.05(a). The Company shall, an Acquisition Proposal and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or Alternative Transaction (in each case, solely negotiations with any person conducted heretofore with respect to SPACany Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) or afford to any Person access that has prior to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) date hereof executed a confidentiality agreement in connection with a Business Combination Proposalits, an Acquisition Proposal his or Alternative Transaction (in each caseher consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, solely him, or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case, solely no event later than twenty-four (24) hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to SPAC)the sale of the Company that prohibits it from considering such inquiry or proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws and will provide BLAC with a copy of any state in connection with such written inquiry or proposal or a Business Combination Proposaldetailed summary of any such verbal inquiry or proposal, an Acquisition Proposal or Alternative Transaction (including in each case, solely with respect to SPAC), case the identity of the person making such inquiry or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05(a) by Affiliates of Sponsor the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 6 7.05(a) by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACthe Company.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Pre-Closing and (b) the date on which the BCA is validly terminated in accordance with its termsPeriod, except for the benefit of Contemplated Transactions or as expressly consented to by Parent in writing, the Company, Sponsor Company and the Company Shareholders shall not, and each shall cause its their respective Affiliates and Representatives not to, directly or indirectly (i) initiate indirectly, solicit, encourage or initiate, enter into any negotiations with any Person solely with respect to SPACContract, or provide knowingly encourage the submission of any non-public information proposal or data concerning SPAC to offer from any Person relating toto 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 Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC“Company Acquisition”), or (iv) otherwise knowingly facilitate participate in any such inquiriesdiscussions or negotiations regarding, proposalsfurnishing any information with respect to, discussionsassisting or participating in, or negotiations or knowingly facilitating in any other manner any effort or attempt by any Person to make do or seek any of the foregoing; provided that no transaction that is permitted under Section 4.2 (Conduct of the Business of the Company) shall be considered a Business Combination Proposal“Company Acquisition”. The Company shall, an 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 relate to any Company Acquisition Proposal and promptly request the destruction or Alternative Transaction return of any nonpublic information of the Company or any of its Subsidiaries provided to such Person; (ii) request each Person that has received confidential information from any of the Company or its Subsidiaries or any of their respective Representatives at any time during the past 12 months pursuant to a confidentiality or similar agreement in each caseconnection with such Person’s consideration of a possible Company Acquisition or investment in the Company 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) prohibit any Third Party from having access to any physical or electronic data room relating to any possible Company Acquisition. Notwithstanding the foregoing or any other provisions of this Agreement, solely the Company Board may consider and participate in negotiations with respect to SPAC). Without limiting the foregoingan unsolicited proposal or offer relating to a Company Acquisition that did not, it is agreed that directly or indirectly, result from any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt4.4(a) (Exclusivity) where the Company Board determines in good faith, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authorityafter consultation with outside legal counsel, or otherwise acting in his or her capacity, as officer or director of any entity (including that a failure to take such action with respect to such offer or proposal as applicable, would constitute a breach of its fiduciary duties under applicable Law; provided that the Company shall promptly (and in any other special purpose acquisition companies and/or their sponsorsevent within two Business Days) other than Sponsor (a) notify Parent if any inquiry, proposal or SPACoffer with respect to a Company Acquisition, or any inquiry, proposal or offer that would reasonably be expected to lead to a Change in Recommendation, is received by the Company or any of its Representatives, including the identity of the Person or group of Persons making such inquiry, 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 terms thereof) and any Change in Recommendation with respect thereto and (c) upon the request of Parent, reasonably inform Parent of the status of such inquiry, proposal or offer or a Change in Recommendation with respect thereto.

Exclusivity. During the period beginning on Interim Period, the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Seller shall not, and shall cause its Affiliates 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 indirectly) of the Seller Business, in the form of a sale of all or any material portion of the Seller’s assets related to the Seller Business, including any sale of the Company Entities (iother than the sale of inventory in the ordinary course of business) initiate (an “Acquisition Proposal”), provide any negotiations information to any other Person concerning such business (other than information which the Company Entities provides to other Persons in the ordinary course of business, 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 solely (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 respect to SPAC, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including conducted heretofore with respect to any other special purpose acquisition companies and/or their sponsorssuch Acquisition Proposal and promptly (but in any event within five Business Days) other than Sponsor after the date of this Agreement, if not already done so prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Seller that has not expired or SPACbeen terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of 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 foregoing, and promptly communicate to the Buyer the terms of any proposal or inquiry which a Company Entity may receive after the date hereof with respect to an Acquisition Proposal.

Exclusivity. During the period beginning on From the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which termination of this Agreement, the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Company shall not, and shall cause its Affiliates Representatives not to, directly or indirectly indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information or data concerning SPAC to any Person relating to, a Business Combination Proposalor 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 Acquisition Proposal or Alternative Transaction (in each case, solely with respect as converted to SPACCompany Common Stock basis) or afford to other voting securities representing 15% or more of the combined voting power of the Company or (C) any Person access to 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 businesscombined voting power of the Company, properties, assets or personnel of SPAC other than with TortoiseCorp and its Representatives (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or “Alternative Transaction (in each case, solely with respect to SPACTransaction”), (ii) enter intointo any agreement regarding, continue or otherwise participate in any discussions regarding, or encourage SPAC furnish to enter intoany person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction or (in each caseiii) commence, solely 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 SPAC), any Alternative Transaction. The Company also agrees that it will promptly request each person (iiiother than the parties hereto and their respective Representatives) grant any waiver, amendment or release under any that has prior to the date hereof executed a confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal its consideration of acquiring the Company to return or Alternative Transaction (in each case, solely 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 Representatives receives any inquiry or proposal with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case, solely no event later than twenty-four (24) hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to SPAC)the sale of the Company that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, it is agreed the parties agree that any violation of the restrictions set forth in this Section 6 7.05 by Affiliates of Sponsor the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 6 7.05 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACthe Company.

Exclusivity. During the period beginning on from the date of this Agreement and ending on through the Closing or the earlier termination of this Agreement pursuant to Section 8.1, the Seller and the Company shall not (and the Company shall cause its Subsidiaries not to), and they shall not authorize, permit or direct any of their respective Representatives or Affiliates to, (a) the Closing and (b) the date on which the BCA is validly terminated solicit, encourage, initiate or engage in accordance with its terms, for the benefit of the Company, Sponsor shall not, and shall cause its Affiliates not to, directly discussions or indirectly (i) initiate any negotiations with any Person solely with respect to SPACwith, or provide any information to, any third party (other than the Purchaser) concerning any purchase of the Purchased Shares or any merger, sale of all or a material portion of the assets of the Acquired Companies or similar transactions involving any Acquired Company (an "Acquisition Transaction"), (b) provide non-public information or data concerning SPAC documentation with respect to the Acquired Companies to any Person Person, other than the Purchaser or its Affiliates or its or their representatives, relating to, a Business Combination Proposal, to an Acquisition Proposal Transaction or Alternative (c) enter into any letter of intent, definitive agreement or other arrangement or understanding with any Person, other than the Purchaser or its Affiliates, relating to an Acquisition Transaction. Promptly after the execution of this Agreement, the Seller or the Company will instruct any third parties to return or destroy all confidential information of the Acquired Companies provided to such party in connection with such third party's consideration of an Acquisition Transaction. In the event that the Seller, the Company or any of their respective Representatives receives an inquiry, proposal or offer with respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, the Seller or the Company shall provide the Purchaser with prompt notice thereof (such notice to include the material terms thereof, including the identity of the person or group of persons involved (in each case, except and only to the extent that disclosure of such material terms is restricted pursuant to a confidentiality or non-disclosure agreement executed prior to February 7, 2019 and still in effect on the date of such notice to the Purchaser)). The Seller or the Company shall promptly furnish the Purchaser with a copy of any written offer or other information that it receives relating to an Acquisition Transaction (in each case, solely except and only to the extent that such disclosure is restricted pursuant to a confidentiality or non-disclosure agreement executed prior to February 7, 2019 and still in effect on the date of such notice to the Purchaser). Notwithstanding the foregoing, the Seller may provide information with respect to, and disclose the details and terms of the Transactions, to SPAC) its direct and indirect equityholders, pursuant to communications consistent with the past practice of the Seller or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) its Affiliates made in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (ii) enter into, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6 by Affiliates of Sponsor shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt, this Section 6 shall in no way restrict any officer or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor or SPACtransactions.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Seller shall not, and shall cause require each of its Affiliates Affiliates, directors, officers, employees, agents, advisors and other representatives (including each financial advisor and attorney) not to, directly or indirectly (i) initiate any negotiations with any Person solely with respect to SPACsolicit, initiate, knowingly facilitate, assist or encourage action by, or provide discussions with, any non-public information or data concerning SPAC to any Person person other than Buyer relating to, a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the businesspossible acquisition of the Business or of all or a material portion of the assets of the Business or capital stock of Seller or any merger, propertiesreorganization, assets consolidation, business combination, share exchange, tender offer, recapitalization, dissolution, liquidation or personnel of SPAC similar transaction involving Seller (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or “Alternative Transaction (in each case, solely with respect to SPACTransaction”), (ii) enter intoparticipate in any negotiations regarding, or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreementfurnish information with respect to, or any letter of intentotherwise respond to, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person person to make a Business Combination Proposal, an Acquisition Proposal do or to seek any Alternative Transaction (other than to inform such person that the Seller is subject to an exclusivity period and the expiration of the exclusivity period) or (iii) grant any waiver or release under any standstill or similar agreement, provided that an Alternative Transaction shall not include any transaction involving (1) all or a portion of the Excluded Assets or (2) any merger, reorganization, consolidation, business combination, share exchange, tender offer, recapitalization, dissolution, liquidation or similar transaction involving Seller Parent, the ultimate parent company of Seller Parent, or a material portion of their respective assets not primarily constituting assets of the Business (it being understood that any transaction contemplated by this clause (2) shall not relieve Seller of its obligations to consummate this Agreement and, if necessary to preserve Buyer’s rights hereunder, Seller shall cause any counterparty to such transaction (if such transaction is to be consummated prior to the Closing) to assume the obligations of Seller under this Agreement). Seller shall notify Buyer promptly (and, in each any case, solely within one Business Day) of any inquiries, proposals or offers received by, any information requested from, or any discussions or negotiations sought to be initiated or continued with, Seller or any of its Affiliates, directors, officers, employees, agents, advisors or other representatives concerning an Alternative Transaction indicating, in connection with respect to SPAC). Without limiting such notice, the foregoing, it is agreed that any violation names of the restrictions set forth parties and the material terms and conditions of any proposal or offer. Seller agrees that it will keep Buyer informed, on a prompt basis (and, in this Section 6 by Affiliates any case, within one Business Day of Sponsor shall be deemed any significant development), of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. Seller agrees that it will immediately cease and cause to be a breach of this Section 6 by Sponsor. For avoidance of doubtterminated any existing activities, this Section 6 shall in no way restrict any officer discussions or director of Sponsor or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director of any entity (including negotiations with respect to any other special purpose acquisition companies and/or their sponsors) other than Sponsor potential Alternative Transaction or SPACsimilar transaction or arrangement. Seller agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.14 of the obligations undertaken hereunder.

Exclusivity. During From the period beginning on the date of this Agreement and ending on Signing Date until the earlier to occur of (a) termination of this Agreement pursuant to the Closing terms and conditions hereof and (b) the date on which the BCA is validly terminated in accordance with its termsClosing, for the benefit of the Company, Sponsor shall notSeller Parent shall, and each of Seller and Seller Parent shall cause its respective controlled Affiliates and its and their respective Representatives, not to, directly or indirectly indirectly: (i) initiate solicit, initiate, entertain, consider, encourage, respond to or accept the submission of any negotiations with proposal, inquiry or offer from any Person solely with respect third party relating to SPACthe acquisition (whether by merger, purchase of stock, purchase of assets or provide any non-public information otherwise) of all or data concerning SPAC to any Person relating to, a significant portion of the Business Combination Proposal, an Acquisition Proposal or Alternative Transaction the Acquired Assets (other than Inventory and Equipment in each case, solely with respect to SPACthe Ordinary Course of Business) or afford to (ii) initiate, engage in or participate in any Person discussions or negotiations regarding, furnish any information (including by providing access to the businessbooks, propertiesrecords, assets assets, business or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets any Seller or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representativesthe Acquired Entities) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)to, (ii) enter into, assist or encourage SPAC to enter into, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement participate in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person third party to make a Business Combination Proposaldo or seek any of the foregoing. Each Seller and Seller Parent shall, an Acquisition Proposal and shall cause its respective controlled Affiliates and its and their respective Representatives to, immediately cease and suspend any existing activities, discussions or Alternative Transaction (in each case, solely negotiations with respect to SPAC). Without limiting the foregoing, it is agreed that any violation sale of the restrictions set forth Business with any third party other than Buyer and to request that all confidential information previously furnished to any such Person in connection therewith be returned or destroyed promptly. For the avoidance of doubt, no action taken by any Seller or Seller Parent or any of their respective Affiliates or Representatives in furtherance of the transactions contemplated by this Section 6 by Affiliates Agreement or relating to a transaction involving all or substantially all of Sponsor Seller Parent shall be deemed to be a breach of this Section 6 by Sponsor. For avoidance of doubt5.23; provided, nothing set forth in this Section 6 5.23 shall in no way restrict relieve any officer Seller, Seller Parent or director any of Sponsor their respective successors or its Affiliates from duly exercising his or her authority, or otherwise acting in his or her capacity, as officer or director assigns of any entity (including with respect to any other special purpose acquisition companies and/or of their sponsors) other than Sponsor or SPACobligations under this Agreement.

Exclusivity. During the period beginning on the date of this Agreement and ending on the earlier of (a) During the Closing and (b) Interim Period, the date on which the BCA is validly terminated in accordance with its terms, for the benefit of the Company, Sponsor Sellers shall not, and shall cause its Affiliates the Hostess Entities and their respective Representatives not to, directly or indirectly indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with any Person solely with respect to SPACwith, or provide any non-public information to, or data concerning SPAC to otherwise cooperate in any way with, any Person relating toor other entity or group, a Business Combination Proposalconcerning any sale of any material assets of the Hostess Entities or any of the outstanding Hostess Securities or any conversion, consolidation, liquidation, dissolution or similar transaction involving the Hostess Entities other than with the Buyer and its Representatives (an Acquisition Proposal or “Alternative Transaction (in each case, solely with respect to SPAC) or afford to any Person access to the business, properties, assets or personnel of SPAC (in each case, solely in their respective capacities as businesses, properties, assets or personnel of SPAC disregarding whether they are shared by other special purpose acquisition companies or their representatives) in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPACTransaction”), (ii) enter intointo any agreement regarding, continue or otherwise participate in any discussions regarding, or encourage SPAC furnish to enter intoany Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction or (in each caseiii) commence, solely continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 6.3. The Sellers shall, and shall cause their respective Affiliates and respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to SPACany Alternative Transaction. If the Sellers, the Hostess Entities or any of their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Sellers shall promptly (and in no event later than 24 hours after the Sellers become aware of such inquiry or proposal) (A) advise the Buyer orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof), (iiiB) grant any waiverprovide the Buyer a copy of such inquiry or proposal, amendment or release under any confidentiality if in writing, and (C) notify such Person in writing that Sellers are subject to an exclusivity agreement or the anti-takeover Laws of any state in connection with a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), the sale of the Hostess Entities that prohibits them from considering such inquiry or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, an Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC)proposal. Without limiting the foregoing, it is agreed the Parties agree that any violation of the restrictions set forth in this Section 6 6.3(a) by any of the Sellers or their respective Affiliates of Sponsor or Representatives shall be deemed to be a breach of this Section 6 6.3(a) by Sponsor. For avoidance of doubtthe Sellers. (b) During the Interim Period, this Section 6 the Buyer shall in no way restrict any officer or director of Sponsor or not, and shall cause its Affiliates from duly exercising his and their respective Representatives not to, directly or her authorityindirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise acting cooperate in his any way with, any Person or her capacityother entity or group, as officer concerning any Business Combination Proposal, (ii) enter into any agreement regarding, continue or director otherwise participate in any discussions or negotiations 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 Business Combination Proposal or (iii) commence, continue or renew any due diligence investigation regarding any Business Combination Proposal. The Buyer shall, and shall cause each of its Affiliates and their respective Representatives to, immediately cease any entity (including and all existing discussions or negotiations with any Person conducted heretofore with respect to any other special purpose acquisition companies and/or Business Combination Proposal. If the Buyer, its Affiliates or any of their sponsorsrespective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then the Buyer shall promptly (and in no event later than 24 hours after the Buyer becomes aware of such inquiry or proposal) other than Sponsor (A) advise the Sellers’ Representative orally and in writing of such inquiry or SPACproposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and (B) provide the Sellers’ Representative a copy of such inquiry or proposal, if in writing. Without limiting the foregoing, the Parties agree that any violation of the restrictions set forth in this Section 6.3(b) by any of the Buyer or its Affiliates or their respective Representatives shall be deemed to be a breach of this Section 6.3(b) by the Buyer.