Common use of Exclusivity Clause in Contracts

Exclusivity. From the Effective Date until the Closing Date, Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications).

Exclusivity. (a) From the Effective Execution Date until the earlier of the Closing Dateor the termination of this Agreement in accordance with Section 9.1, Seller the Company and its Affiliates shall not, and shall cause its their Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, (ai) solicit, initiateinitiate or take any action to knowingly facilitate or encourage any inquiries or the making, encouragesubmission or announcement of, any proposal or offer from any Person or group of Persons other than EQV and the Sponsor (and their respective representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or would reasonably be expected to lead to, a Competing Transaction; (ii) enter into, conductparticipate in, continue or otherwise engage in or continuein, any discussions, discussions or negotiations or communications, or continue with any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any Group Company or any of their assets or businesses, or afford access to the assets, business, properties, books or records of the Target Companies or relating any Group Company to the Business to any Person (other than Buyer or its Affiliates or Representatives)a Competing Buyer, in each caseall cases for the purpose of assisting with or facilitating, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or that would otherwise (an “Alternative Transaction”), (b) agree reasonably be expected to lead to, accept, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or propose 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. (b) From the Execution Date, until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.1, the EQV Parties, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not to, directly or indirectly, (i) solicit, initiate or take any intention action to knowingly facilitate or desire encourage any inquiries or the making, submission or announcement of, any proposal or offer from any of the EQV Parties, the Sponsor, any Person or group of Persons other than the Company and the Company Unitholders that may constitute, or would reasonably be expected to agree lead to, a EQV Party Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations regarding a EQV Party Competing Transaction; (iii) commence due diligence with respect to acceptany Person, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a EQV Party Competing Transaction; (iv) approve, endorse or recommendrecommend any EQV Party Competing Transaction; or (v) any Alternative enter into a EQV Party Competing Transaction or any agreement, arrangement or understanding (cincluding any letter of intent or term sheet) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative a EQV Party Competing Transaction and instruct each other participant in the sale process or publicly announce an intention to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)do so.

Exclusivity. From The Sellers shall not (and the Effective Date until Sellers shall not allow any of the Closing DateEldorado Entities or any of their directors, Seller shall notofficers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf accountants to not(collectively, "Representatives")) directly or indirectly, take any of the following actions: (ai) solicit, initiate, facilitate or knowingly encourage, enter into, conduct, engage or furnish information with respect to any of the Eldorado Entities or the Business in or continueconnection with, any discussionsinquiry, negotiations proposal or communications, or continue offer from any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business Person with respect to any Person merger, consolidation or other business combination or acquisition (other than Buyer the transaction contemplated in this Agreement) involving any of the Eldorado Entities or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) the acquisition of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material substantial portion of the assets of, or any interest thereinsecurities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (civ) submit make or authorize any Alternative statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction to that the vote Sellers have entered into exclusive negotiations regarding the sale of its stockholdersthe Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. Seller The Sellers shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries notify Buyer promptly after (and terminate access to in any data room for each such other participant). Seller shall promptly notify Buyer in the event that it no later than 24 hours) receipt of any written inquiry, offer or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating proposal with respect to an Alternative Transaction (Acquisition Transaction, including information as to the identity of the party or offeror making such Personinquiry, the material terms of any proposal and a reasonable summary of all communications)offer or proposal.

Exclusivity. From During the Effective Date until period commencing on the Closing Datedate hereof and for so long as any Preferred Shares remain outstanding, Seller shall notneither the Company nor any of its affiliates or Subsidiaries, and shall cause its Subsidiaries and its and their respective Representatives and nor any other Person acting on of its or their behalf to notrespective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, : (a) solicit, initiate, encourageencourage or accept any other inquiries, proposals or offers from any Person (other than the Buyer) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 1▇▇▇ ▇▇▇) or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, conducteffect, engage alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in or continue, any discussions, conversations, negotiations or communicationsother communications with any Person (other than the Buyer) regarding any Exchange Transaction, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business furnish to any Person (other than the Buyer) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or its Affiliates or Representativesconditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in each caseany way, concerning a sale assist or participate in, facilitate or encourage any effort or attempt by any Person (or possible saleother than the Buyer) of all or to effect any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale acquisition of securities or other equity interestsindebtedness of, mergeror claim against, liquidationthe Company by such Person from an existing holder of such securities, dissolutionindebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, reorganizationor claim against, recapitalization, consolidation, sale of assets the Company (including all whether pursuant to Section 3(a)(9) or a material portion 3(a)(10) of the assets 1933 Act or any interest thereinotherwise) or otherwise (an a “Alternative TransactionThird Party Exchange Transfer”). The Company, (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shallaffiliates and Subsidiaries, and shall cause its Subsidiaries and each of its and their respective Representatives toofficers, employees, directors, agents or other representatives shall immediately discontinue cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any ongoing communications Persons (other than the Buyer) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or negotiations offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, request, proposal or offer relating to any Alternative Exchange Transaction or Third Party Exchange Transfer, and instruct each other participant shall promptly (and in no event later than 24 hours after receipt) provide copies to the sale process to return Buyer of any written inquiries, requests, proposals or destroy any confidential information of Seller offers relating thereto. The Company agrees that it and its Subsidiaries (affiliates and terminate access Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any data room for each such other participant). Seller shall promptly notify information to the Buyer in accordance with this provision. For all purposes of this Agreement, violations of the event that it restrictions set forth in this Section 4(w) by any Subsidiary or affiliate of the Company, or any officer, employee, director, agent or other representative of the Company or any of its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including affiliates shall be deemed a direct breach of this Section 4(w) by the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Company.

Exclusivity. From the Effective Date date of this Agreement until the Closing DateClosing, Seller the Representative and each Member shall not, and shall cause its Subsidiaries the Company and its the officers, managers, employees, Members and their respective Representatives and any other Person acting on its or their behalf to notof the Company not to, directly or indirectly, (a) discuss, pursue, solicit, initiate, encourageparticipate in, facilitate, encourage or otherwise enter into, conduct, engage in or continue, into any discussions, negotiations negotiations, agreements or communicationsother arrangements regarding or which could lead to, a possible sale or continue any discussionsother disposition (whether by merger, negotiations communicationsreorganization, contract recapitalization or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible saleotherwise) of all or any part of the Business, the Transferred Assets capital stock or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material any portion of the assets of the Company with any other Person other than Buyer or any interest therein) or otherwise its Affiliates (an “Alternative TransactionAcquisition Proposal”)) or provide any information to any Person other than Buyer and its Representatives other than information which is traditionally provided in the regular course of the Company’s business operations to third parties where the Company and its officers, (b) agree tomanagers and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. No Member will vote any of the outstanding equity securities of the Company in favor of any Acquisition Proposal. The Company, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller Representative and each Member shall, and shall cause its Subsidiaries the officers, managers, Members, employees, and Representatives of the Company to, (a) immediately cease and cause to be terminated any and all contacts, discussions and negotiations with any Person other than Buyer and its Affiliates and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in regarding the sale process to return or destroy any confidential information of Seller and its Subsidiaries foregoing; (and terminate access to any data room for each such other participant). Seller shall b) promptly notify Buyer in the event that it if any Acquisition Proposal, or its Subsidiaries any inquiry or Representatives receives any request for information, proposals, inquiries or other contact from with any Person relating with respect thereto which has been made as of the date of this Agreement or is subsequently made; and (c) keep Buyer fully informed with respect to an Alternative Transaction (including the identity status of such Personthe foregoing. The Company and each Member agree not to, without the prior consent of Buyer, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Member, the material terms of any proposal and Company is a reasonable summary of all communications)party.

Exclusivity. (a) From the Effective Date date hereof until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement pursuant to Article IX (such earlier date being referred to herein as the “Exclusivity Termination Date”), the Seller and Stockholders shall not, and shall cause its Subsidiaries and its and not authorize or permit any of their respective Representatives and any other Person acting on its officers, directors, employees, agents, representatives or their behalf to notAffiliates to, directly or indirectly, : (ai) solicit, initiate, encourage, enter intofacilitate or (to the extent within such Person’s control) permit the submission of any proposal, conduct, engage in or continue, any discussions, negotiations or communicationsinquiry, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to offer from any Person (other than Buyer or any of its Affiliates Affiliates) relating to the direct or Representatives)indirect disposition, in each casewhether by sale, concerning a sale (merger or possible sale) otherwise, of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets Business or any interest therein) or otherwise the Purchased Assets (an a “Alternative Competing Transaction”)) other than acquisitions of the Purchased Assets in the Ordinary Course of Business, or (ii) furnish any information, participate in any discussions or negotiations, or enter into any Contract, letter of intent, or other understanding (whether written, oral, binding, non-binding, or otherwise) regarding a Competing Transaction. (b) agree Immediately following the execution of this Agreement, each of the Seller and Stockholders will terminate any and all discussions or negotiations with respect to any Competing Transaction and request each Person that has heretofore executed a confidentiality agreement in connection with a Competing Transaction to return all confidential information heretofore furnished to such Person by or on behalf of, or with respect to, acceptthe Seller, approve, endorse the Business or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or the Purchased Assets. (c) submit From the date hereof through the Exclusivity Termination Date, if the Seller or any Alternative Transaction Stockholder receives any inquiry, proposal, or offer relating to the vote of its stockholders. Seller shalla Competing Transaction, or any request for information relating thereto, such party will promptly, and shall cause its Subsidiaries and its and their respective Representatives toin any event within one (1) Business Day, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it writing of such inquiry, proposal, offer, or its Subsidiaries or Representatives receives any request for informationrequest, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of the Person making such Personinquiry, proposal, offer, or request, and the material terms and details thereof, including a copy of any proposal writing (including any electronic mail) relating thereto. (d) Each of the Seller and Stockholders hereby acknowledges that any breach of this Section 6.11 would cause substantial and irreparable damage to Buyer for which money damages would be an inadequate remedy and, accordingly, acknowledges and agrees that Buyer will be entitled to an injunction, specific performance or other equitable relief to prevent the breach of such obligations (in addition to all other rights and remedies to which Buyer may be entitled in respect of any such breach), without the necessity of posting a reasonable summary of all communications)bond or other security.

Exclusivity. From 9.1 Each Investor warrants to each other Party that neither it nor any of its Affiliates is a bidder, acquirer, lender to any person, or otherwise an interested party in, any other bid or proposal in relation to the Effective Date until possible acquisition of substantially all of the Closing Dateassets or some or all of the share capital of Target and that it is not otherwise a part of, Seller nor has agreed formally or informally to take part in or lend to, any form of partnership joint venture, consortium or similar arrangement with/of any other party or parties making or contemplating making an offer for substantially all of the assets or some or all of the share capital of Target. 9.2 Each Investor agrees that it shall not, and shall cause procure that none of its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notAffiliates shall, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to except with the properties, books or records consent of the Target Companies other Investor and, if required under the Code, the consent of the Panel (or relating to as expressly permitted by this Clause 9 or as part of the Business to any Person (other than Buyer or its Affiliates or RepresentativesOffer), in each casecase in connection with the Transaction or any other transaction in relation to Target, concerning the Target Group, or its or their business having a sale similar effect to the Transaction either directly or indirectly: (a) be involved as a material equity or debt investor (or possible saleas the provider of any other form of financing) for the Target, the Target Group or its or their business (whether in a consortium or otherwise); (b) enter into discussions or agree formally or informally to do anything within the meaning of all Clause 9.2(a), (c) provide or commit, or offer to provide, equity, debt or any part other funding, or management or strategic advice to any person other than together with the other Investor or its Affiliates; (d) directly or indirectly encourage, solicit, initiate or continue discussion or negotiation with any person other than together with the other Investor or its Affiliates; (e) engage in proxy solicitation, or make proposals to the board of directors of the Business, the Transferred Assets Target or advisers of the Target Companiesthat would be required to be publicly disclosed; (f) make any proposal, whether such transaction takes offer or bid other than together with the form other Investor or its Affiliates; or (g) otherwise knowingly provide support to any party other than together with the other Investor or its Affiliates, until the earlier of: (i) the Effective Date; and (ii) the termination of a sale this Agreement. 9.3 Subject to compliance with Clause 12, nothing in this Agreement shall prohibit, prevent or restrict the ordinary course activities of securities either Investor or their Agents (including, for the avoidance of doubt, conducting business with other equity interestsparties, mergerand pursuing/taking steps in relation to transactions not relating to: (i) the Transaction, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets or (including ii) an offer for substantially all or a material portion of the assets or any interest therein) some or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to all of the vote share capital of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communicationsTarget).

Exclusivity. From the Effective Execution Date until the earlier of the Closing Dateor the termination of this Agreement in accordance with Article XI, Seller shall not, and shall cause not authorize or permit any of its Subsidiaries Affiliates (including the Company and its and their respective Representatives and the Subsidiaries) or any other Person acting on of its or their behalf to notRepresentatives to, directly or indirectly, (a) encourage, solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, facilitate or continue any discussions, inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations communications, contract or understandings, whether written or oral or binding or non-bindingwith, or provide any information to, any Person concerning a possible Acquisition Proposal; or afford access to (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. From the properties, books or records Execution Date until the earlier of the Target Companies Closing or relating the termination of this Agreement in accordance with Article XI, Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Business Company and the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates or Representatives)Affiliates) concerning (A) a merger, in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, mergerconsolidation, liquidation, dissolutionrecapitalization or other business combination transaction involving Seller, reorganizationthe Company or any of the Subsidiaries; (B) the issuance or acquisition of membership interests in Seller, recapitalizationthe Company or any of the Subsidiaries; or (C) the sale, consolidationlease, sale exchange or other disposition of assets (including all or a material any significant portion of the assets of Seller, the Company or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to of the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Subsidiaries.

Exclusivity. From the Effective Date date hereof until the earliest of (a) the Closing DateDate or (b) such date on which this Agreement is validly terminated in accordance with Article X, the Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to Affiliates will not, directly or indirectly, indirectly (ai) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, accept the submission of any discussions, negotiations proposal or communications, or continue offer from any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or Person relating to the Business acquisition of the Seller, its Subsidiaries or the Acquired Properties or (ii) participate in any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties (other than the Buyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its Affiliates authorized Representatives) to which confidential or Representatives)proprietary information heretofore has been provided, in each case, concerning a sale (with respect to any discussions or possible sale) of all or any part negotiations regarding the acquisition of the BusinessSeller, the Transferred Assets its Subsidiaries or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersAcquired Properties. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). The Seller shall promptly notify the Buyer in upon receipt of any bid, offer or proposal it receives with respect to the event that it or Seller, its Subsidiaries or Representatives receives the Acquired Properties or any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including transaction inconsistent with the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)transactions contemplated by this Agreement.

Exclusivity. From the Effective Date until Prior to the Closing Date, Seller shall notDate the Company will refrain, and shall cause its Subsidiaries Affiliates, officers, directors, employees, agents and its and their respective Representatives and other representatives (including without limitation any other Person acting on its brokers, legal counsel, accountants, or their behalf financial advisors of the Company) to notrefrain, from directly or indirectly, indirectly (ax) solicit, initiate, encourage, enter into, conduct, engage in making any offer or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business proposal to any Person or entering into any contract with any Person to (i) sell, issue or otherwise transfer any capital stock of the Company (other than Buyer pursuant to equity plans of the Company in effect on the date hereof (without giving effect to any amendment thereof after the date hereof)) (the "Existing Equity Plans") to officers, directors and employees of the Company and its Subsidiaries); or its Affiliates (ii) sell or Representativesotherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; (y) entertaining, soliciting, encouraging, accepting, negotiating or otherwise holding substantive discussions (and shall immediately cease any such actions currently underway with any Persons other than the Purchasers) regarding any offer or proposal from any Person to (i) purchase or otherwise acquire any of the capital stock of the Company; or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; or (z) providing any non-public information regarding the Company to any Person in connection with a transaction of the type described in subsections (i), (ii) and (iii) above; provided that notwithstanding anything to the contrary in each casethis Section 6.6, concerning a sale (the Company may consider, negotiate, approve and recommend to the Shareholders of the Company any unsolicited offers or possible sale) proposals for an acquisition, by merger, amalgamation consolidation, tender offer or otherwise, of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including substantially all or a material portion of the assets or any interest therein) or otherwise outstanding Common Shares of the Company (an “Alternative Transaction”"Unsolicited Proposal"); provided, further, that unless this Agreement is terminated pursuant to Section 9.1, no such actions shall affect the obligations of the Company under this Agreement (b) agree including without limitation the obligation of the Board of Directors of the Company to recommend to the shareholders of the Company the consummation of the transactions contemplated by this Agreement and the other Operative Documents). Further, in connection with any Unsolicited Proposal, the Company or any Affiliate thereof, may enter into a confidentiality agreement with, and provide any non-public information regarding the Company to, accept, approve, endorse any Person in connection with any such Unsolicited Proposal. If any such offer or recommend (proposal is made to or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact received from any Person relating to an Alternative Transaction (including the identity of such Person, the material Company will promptly advise such Person by written notice of the terms of any proposal this Section 6.6 and will promptly deliver a reasonable summary copy of all communications)such notice to the Purchasers.

Exclusivity. From Until the Effective Date until earlier of the Closing Dateor the termination of this Agreement in accordance with Article VII, each Seller shall notagrees that neither such Seller, and shall cause nor any of its Subsidiaries and its and their respective Representatives and controlled Affiliates or any other Person acting on of its or their behalf to notits controlled Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives shall, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, initiate or engage in (including by way of furnishing information) or continueparticipate in any discussions or negotiations regarding or furnish any action with respect to any negotiations, any discussions, negotiations or communicationsproposals, or continue offers of any discussions, negotiations communications, contract kind with respect to the disposition of such Seller or understandingspart or all of its Spending Account Business in the case of MII Life or the Units in the case of Aware (in each case, whether written by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or oral equity investment, consolidation or binding or non-bindingsimilar transaction). If a Seller, or provide any information of its Affiliates or afford access any of its or its Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives receives an offer to the propertiespurchase or acquire (in each case, books whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or records equity investment, consolidation or similar transaction) all or any part of SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (5) Business Days of the Target Companies receipt of such offer, provide written notice of such offer to Buyer along with the details thereof (including the identity of such Person and copies of any proposals and the specific terms and conditions discussed or relating to proposed). During the Business to period from the date of this Agreement through the Closing or the earlier termination of this Agreement, Sellers shall exercise their rights under any confidentiality agreement with any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible saleBuyer) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process a proposed transaction to direct such Person to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Sellers provided thereunder.

Exclusivity. From (a) Until the Effective Date until earlier of the Closing Dateand such time as this Agreement is terminated in accordance with Article IX, Seller except for the transactions contemplated by this Agreement, the Sellers and the Company shall not, and shall cause its the Company Subsidiaries not to, and its and shall instruct their respective Representatives not to (it being understood and agreed that any other Person acting on its violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Sellers or their behalf any Company Subsidiary, shall be deemed to notbe a breach of this Agreement by the Company and the Sellers), directly or indirectly: (i) initiate, solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations or enter into an agreement regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (b) For purposes of this Agreement, the term “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in any person becoming the beneficial owner, directly or indirectly, (a) solicitin one or a series of related transactions, initiate, encourage, enter into, conduct, engage in of shares of any class of equity securities of the Company or continue, those of any discussions, negotiations or communicationsCompany Subsidiary, or continue any discussionsassets (including, negotiations communicationswithout limitation, contract or understandings, whether written or oral or binding or non-binding, or provide equity securities of any information or afford access to the properties, books or records subsidiaries) of the Target Companies Company or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives)Company Subsidiary, in each case, concerning a sale (or possible sale) of all or any part of case other than the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)transactions contemplated by this Agreement.

Exclusivity. From the Effective Date date of this Agreement until the Closing Dateearlier of the termination of this Agreement in accordance with its terms or the Closing, Seller shall not, and shall not permit or cause its Subsidiaries and its and any of their respective Affiliates, officers, managers, members, directors, employees, investment bankers, consultants, advisors, other agents and Representatives and any other Person acting on its or their behalf (collectively, “Seller Representatives”), to not, directly or indirectly, (a) solicitsell or otherwise transfer any equity interests in the Company, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or the properties (including the Property) of the Company (other than inventory in the Ordinary Course of Business), or enter into any agreement to sell or otherwise transfer such an equity interest thereinor all or a material portion of such assets or properties, (b) take any action to solicit, initiate, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer to acquire all or any significant part of the Company or any of its assets, whether by merger, sale of equity interests, joint venture, business combination, sale of assets or real estate or a sale-leaseback, reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (each, an “Alternative TransactionAcquisition Proposal”), (bc) agree disclose or provide any nonpublic information relating to the Company (including this Agreement) in connection with an Acquisition Proposal, (d) afford access to a transaction data room, the properties, books or records of the Company to any third party that has made or is reasonably believed by Seller to be contemplating any Acquisition Proposal, or (e) otherwise cooperate with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquirors or its respective Representatives) with respect to, acceptor which would reasonably be likely to lead to, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersan Acquisition Proposal. Seller shall, shall and shall cause Seller Representatives to promptly cease and cause to be terminated all discussions and negotiations, if any, which have taken place prior to the date hereof with respect to any Acquisition Proposal. Notwithstanding anything herein to the contrary, if Seller, any of its Subsidiaries and its and or any of their respective Representatives torepresentatives receives an inquiry, immediately discontinue proposal or offer from any ongoing communications Person or negotiations group relating to any Alternative Transaction and instruct each transaction other participant in the sale process to return than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or destroy other transaction involving Seller or any confidential information of Seller and its Subsidiaries (other than the Company) (a “Separate Proposal”), then Seller, any of its Subsidiaries (including the Company) and terminate any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any data room for each Person making such other participant). Seller shall promptly notify Buyer Separate Proposal and any of its representatives, (ii) engage in the event that it discussions or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from negotiations with any Person making such Separate Proposal and any of its representatives or (iii) enter into any transaction relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Separate Proposal.

Exclusivity. From Until the Effective Date until first to occur of the Closing Dateor the earlier termination of this Agreement pursuant to Article X, Seller shall the Company will not, and shall will cause its Subsidiaries respective Affiliates, directors, officers, stockholders, employees, agents, consultants and its other advisors and their respective Representatives and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, : (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, knowingly facilitate any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets inquiry or the Target Companies, whether such transaction takes the form making of a sale of securities any proposal or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”)offer, (b) agree toenter into, acceptcontinue or otherwise participate in any discussions or negotiations, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit furnish to any Alternative Transaction person any non-public information or grant any person access to its properties, assets, books, contracts, personnel or records, (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other contract, or (e) propose, whether publicly or to any director or stockholder, or agree to do any of the vote foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to an Acquisition Proposal. “Acquisition Proposal” means any offer or proposal regarding a business combination transaction involving the Company or any of its stockholders. Seller shallSubsidiaries or any other transaction to acquire all or any material part of the business, and shall cause properties or assets of the Company or any of its Subsidiaries and its and their respective Representatives to, immediately discontinue or any ongoing communications amount of the capital stock of the Company or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participantwhether or not outstanding). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposalswhether by merger, inquiries acquisition of assets, purchase of equity, tender offer or other contact from similar transactions, other than with Industrea. The Company will immediately cease and cause to be terminated any Person relating such negotiations, discussion or other communication, or contracts (to an Alternative Transaction the extent unilaterally terminable by the Company without the counterparty’s consent and without penalty) (including other than with Industrea) with respect to the identity foregoing and will immediately (but in any event within five (5) business days after the date of such Person, this Agreement) terminate any access of the material terms of any proposal and a reasonable summary of all communications)type referenced in clause (c) above.

Exclusivity. From Seller hereby agrees that from the Effective Date date hereof until the Closing Datetermination of this Agreement or the Closing, neither Seller shall not, and shall cause its Subsidiaries and its and nor any Subsidiary of Seller nor any of their respective Representatives officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any other Person acting on its party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or their behalf participate in any negotiations, agreements or discussions with respect to notany offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (a) solicitinvest in, initiateor acquire, encourageSeller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), enter intowhether by purchase of assets, conductexclusive license, engage in joint venture, strategic partnership or continueother alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or relating to the Business to negotiations with any Person parties (other than Buyer or its Affiliates Affiliates) conducted heretofore. Through the Closing Date or Representativestermination of this Agreement, Seller agrees to notify Buyer immediately if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), in each case, concerning a sale (or possible sale) of all or any part of the Businessinquiry or contact with any person with respect thereto, the Transferred Assets or the Target Companies, whether such transaction takes the form of regarding a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Competing Proposed Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating is made to any Alternative Transaction and instruct each other participant in the sale process to return of them or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationtheir Representatives, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material proposing person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of any proposal and a reasonable summary or their respective Representatives set forth in the first sentence of all communications)this paragraph.

Exclusivity. From Within the Effective Date until Exclusivity Period, (a) each Consortium Member shall work exclusively with the Closing Date, Seller other Consortium Members to implement the Transaction in accordance with this Agreement and shall not discuss with any third party regarding any transaction relating to the Company or the Securities; (b) each Consortium Member shall not, and shall cause its Subsidiaries its/his/her Affiliates not to, without the prior knowledge and its and their respective Representatives and any written consent of the other Person acting on its or their behalf to notConsortium Members, directly or indirectly, either alone or with any of its/his/her Affiliates: (ai) solicitmake a Competing Proposal or join with, initiate, encourage, enter into, conduct, engage in or continueinvite, any discussions, negotiations or communications, or continue other Person to be involved in the making of any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, Competing Proposal or provide any information to any other Person with a view to pursue or afford access evaluate a Competing Proposal; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the propertiessale of or otherwise dispose of, books any Securities except as contemplated under this Agreement and the Documentation, or records enter into any agreement, arrangement or understanding with respect thereto; (iv) enter into any agreement, arrangement or understanding with respect to a limitation on voting rights of the Target Companies Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or relating to the Business grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities except as contemplated under this Agreement and the Documentation or to expressly support the Transaction; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or doing any part of the Business, things mentioned in the Transferred Assets or the Target Companies, whether such transaction takes the form foregoing provisions of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”this Section 9.1(b), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or ; and (c) submit each Consortium Member shall notify the other Consortium Members immediately if it/he/she or any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries its/his/her Affiliates or Representatives receives any request for information, proposals, inquiries approach or communication with respect to any Competing Proposal and shall disclose to the other contact from any Person relating to an Alternative Transaction (including Consortium Members the identity of such Person, any other Persons involved and the material terms nature and content of any proposal and a reasonable summary of all communications)the approach or communication.

Exclusivity. From (a) You acknowledge that the Effective Date Purchaser will devote substantial time and incur out-of-pocket expenses (including attorneys', accountants' and consultants' fees and expenses) in connection with conducting business, financial and legal due diligence investigations of the Company, drafting and negotiating this letter, the Definitive Agreement and related documents, arranging financing, obtaining third party consents and other related expenses (collectively, "Acquisition Expenses"). To induce the Purchaser to incur Acquisition Expenses, you agree that from and after the signing date of this letter until the Closing earlier of (i) the Final Date, Seller or (ii) the date upon which the Purchaser notifies you in writing that it no longer wishes to pursue the Transaction (the "Exclusivity Period"), you shall not, and nor shall cause its Subsidiaries and its and their respective Representatives you permit any of your officers, directors, agents or affiliates to: (A) enter into any written or oral agreement or understanding with any person or entity (other than the Purchaser) regarding Another Transaction (as defined below); (B) enter into or continue any negotiations or discussions with any person or entity (other than the Purchaser) regarding the possibility of Another Transaction; or (C) except as otherwise required by law, court order or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Company (including this letter and any other Person acting on its materials containing the Purchaser's proposal and any other financial information, projections or their behalf to not, directly or indirectly, (aproposals regarding the Company) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person person or entity (other than Buyer to the Purchaser or its Affiliates representatives) whom you know, or Representatives)have reason to believe, would have any interest in each caseparticipating in Another Transaction. The Purchaser will promptly notify you of its decision to no longer pursue the Transaction pursuant to clause (ii) above. As used herein, concerning a the term "Another Transaction" means the sale (whether by sale of stock, merger, consolidation or possible saleother disposition) of all or any part of the Business, the Transferred Assets Company or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a any material portion of the its assets or any interest therein) issued or otherwise (an “Alternative Transaction”), unissued capital stock. (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction You hereby represent to the vote Purchaser that you are not bound to negotiate Another Transaction with any other person or entity and that your execution of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue this letter does not violate any ongoing communications agreement to which you are bound or negotiations relating to which any Alternative Transaction and instruct each other participant in of the sale process to return or destroy any confidential information assets of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Company are subject.

Exclusivity. From the Effective Date date of this Agreement until the Closing Date(or until the earlier termination of this Agreement in accordance with its terms), no Seller Party nor its Affiliates, directors, officers, employees, agents or representatives shall not(a) initiate, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its solicit, entertain, negotiate, accept, discuss or their behalf to notknowingly encourage, directly or indirectly, any proposal or offer (aan “Acquisition Proposal”) solicitby any Person (other than Purchaser) regarding the direct or indirect sale, initiatelicense, encouragelease, enter intosublease, conductjoint venture or other disposition in whole or in part (however structured) of any Assets or, engage in unless the Assets are effectively excluded therefrom without preventing or continueimpairing the consummation of the transactions contemplated hereby without any additional expense or Liability to Purchaser, any discussionsequity interest in any Seller Party (each of the actions referred to a “Third Party Acquisition”), negotiations (b) except as otherwise required by Law or communicationsto customers and suppliers in the Ordinary Course of Business, or continue provide any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, public financial or provide any other confidential or proprietary information regarding the Assets or afford access to the properties, books or records of the Target Companies or relating to the Business Assumed Liabilities to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”Purchaser), (bc) agree totake any other action with the purpose of facilitating any inquiries or the making of any proposal that constitutes, acceptor could reasonably be expected to result in, approvea Third Party Acquisition, endorse (d) enter into any written or recommend oral agreement, arrangement or understanding requiring any Seller Party to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, or (e) enter into any written or propose oral agreement or announce understanding with any intention or desire to Person (other than Purchaser) authorizing a Third Party Acquisition. Seller Parties agree to acceptpromptly, approveand in any event within one (1) business day following receipt, endorse notify Purchaser (if orally, followed by written notice) if any Seller Party or recommend) any Alternative Transaction or (c) submit Affiliate of any Alternative Transaction Seller Party or, to the vote Knowledge of its stockholders. Sellers, any of the directors, officers, employees, agents or representatives of any Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives Party receives any request indications of interest, requests for informationinformation or offers in respect of an Acquisition Proposal, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material counterparty and all relevant terms of any proposal thereof (and a reasonable summary of all communicationscopy thereof if the same has been received in writing).

Exclusivity. From Except with respect to this Agreement and the Effective Date until transactions contemplated hereby, the Closing Date, Seller shall agrees that he will not, and shall will cause its Subsidiaries the Company and its directors, officers, managers, employees, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any other Person acting on its individual member or their behalf employee of the foregoing) not to not(a) encourage, initiate, solicit, seek or respond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company, or which could reasonably be expected to impair, prevent or delay or dilute the benefits to the Purchaser of the transactions contemplated by this Agreement (aany such proposal or offer being hereinafter referred to as a “Proposal”); (b) solicit, initiate, encourage, enter into, conductcontinue, engage in in, initiate or continueotherwise participate in, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingconcerning, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree data to, acceptor have any substantive discussions with, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Seller shall notify the Purchaser in writing immediately of (and in any event within one business day of the receipt of) any inquiries, proposals or offers related to a Proposal are received by, any information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the Seller, the Company or any of its directors, officers, managers, employees and Affiliates or, to its knowledge, any other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the identity of foregoing) and shall, in any such Personnotice to the Purchaser, identify the material Person involved with, and the terms of, any such Proposal and shall provide the Purchaser with copies of any proposal and a reasonable summary of all communications)written materials delivered in connection therewith.

Exclusivity. From the Effective Date date of this Agreement until the Closing DateClosing, Seller the Company shall not, and shall cause its Subsidiaries Affiliates, and its and their respective Representatives officers, trustees, employees, brokers, finders, financial advisors, investment bankers, directors, representatives and any other Person acting on its or their behalf agents (collectively, “Representatives”) not to not, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in facilitate (including by way of furnishing any non-public information or continue, providing assistance or access to properties or assets) any discussions, negotiations inquiries or communicationsany proposal or offer (including any proposal or offer to the Company’s stockholders) (i) relating to any (A) debt or equity financing of the Company or any of its Subsidiaries, or continue any discussions, negotiations communications, contract (B) acquisition or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) purchase of all or any part portion (other than ordinary course sales of products or immaterial assets) of the Businessassets of the Company or any of its Subsidiaries (including any license, the Transferred Assets or the Target Companiessale, whether such transaction takes the form of a sale of securities disposition or other transaction involving or relating to any asset or right, including intellectual property assets or rights), (ii) to enter into any business combination, equity interestsor debt financing with the Company or any Subsidiary of the Company, merger(iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary of the Company, liquidation, dissolution, reorganization, recapitalization, consolidation, sale or (iv) relating to any acquisition or purchase of assets (including all or a material portion of the assets outstanding capital stock or other securities of the Company (any interest thereinof the transactions described in this clause (a) or otherwise (being referred to herein as an “Alternative Transaction”), (b) agree knowingly participate in or enter into any discussions, conversations, negotiations or other communications regarding, furnish to any other Person any information with respect to, acceptor cooperate with or encourage any effort or attempt by any other Person to seek to do, approveany of the foregoing, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit grant any Alternative Transaction person any waiver or release under any standstill or similar agreement with respect to any class of securities of the vote Company or any Subsidiary, or (d) enter into any agreement, arrangement, understanding, term sheet or letter of its stockholdersintent with respect to any of the foregoing. Seller The Company shall, and shall cause its Subsidiaries Affiliates and its and their respective Representatives to, immediately discontinue cease and terminate any ongoing and all existing discussions, conversations, negotiations and other communications with any and all Persons conducted heretofore with respect to any of the foregoing, in each case, other than the transactions contemplated by this Agreement. The Company shall notify the Investor promptly if any such approach, proposal or negotiations relating offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to the Investor, indicate in reasonable detail the identity of the Person making such approach, proposal, offer, inquiry or contact and the terms and conditions of such approach, proposal, offer, inquiry or contact. To the extent that the Closing does not occur, and the Company enters into any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from with any Person relating to an Alternative Transaction other than Investor during the period starting on the date hereof through the date that is twelve (including 12) months following the identity termination of such Personthis Agreement in accordance with Article VIII, the material terms of any proposal and a reasonable summary of Company shall pay Investor an aggregate amount equal to (i) $12,500,000 as liquidated damages, plus (ii) all communicationsInvestor Expenses (such aggregate amount, the “Company Fee”).

Exclusivity. From the Effective Date date hereof until the earliest of (a) the Closing DateDate or (b) such date on which this Agreement is validly terminated in accordance with Article IX, each Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to Affiliates will not, directly or indirectly, indirectly (ai) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, accept the submission of any discussions, negotiations proposal or communications, or continue offer from any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or Person relating to the Business acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or (ii) participate in any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets (other than the Buyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its Affiliates authorized Representatives) to which confidential or Representatives)proprietary information heretofore has been provided, in each case, concerning a sale (with respect to any discussions or possible sale) negotiations regarding the acquisition of all or any part of the BusinessSeller, the Transferred Assets its respective Subsidiaries or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersAssumed Platform Assets. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Each Seller shall promptly notify the Buyer in the event that upon receipt of any bid, offer or proposal it or receives with respect to any Seller, its respective Subsidiaries or Representatives receives the Assumed Platform Assets or any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including transaction inconsistent with the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)transactions contemplated by this Agreement.

Exclusivity. From During the period beginning on the date hereof and ending on the earlier of (x) the Effective Date until Time and (y) the Closing Datetermination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, Seller the “Expiration Time”), the Investor shall not, and shall cause its Subsidiaries Affiliates to: (a) work exclusively with Parent and its Affiliates to implement the Transactions, including to (i) evaluate the Company and their respective its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not finalized or executed prior to the date hereof); (b) not, shall cause its Affiliates not to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and any other Person acting on its solely in such Representative’s capacity as a director, his or their behalf to nother fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (ai) make an Acquisition Proposal, or solicit, encourage, facilitate or join with or invite any other Person to be involved in the making of, any Acquisition Proposal, (ii) provide any information to any Third Party with a view to the Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, (iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement, the Merger Agreement or the Transactions, (v) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Investor from performing its obligations under this Agreement, or (vi) solicit, initiate, encourage, facilitate, induce or enter intointo any negotiation, conductdiscussion, engage agreement or understanding (whether or not in writing and whether or continue, not legally binding) with any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to other person regarding the properties, books or records of the Target Companies or relating to the Business to any Person matters described in paragraphs (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale ii) through (or possible saleiv) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”this Section 1.1(b), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or ; (c) submit immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all Persons conducted heretofore with respect to an Acquisition Proposal; and (d) promptly notify Parent if it or, to its knowledge, any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationapproach or communication with respect to any Acquisition Proposal, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including in such notice the identity of such Personthe other Persons involved and the nature and content of the approach or communication, the material terms and provide Parent with copies of any proposal and a reasonable summary of all communications)written communication.

Exclusivity. From the Effective Date date of this Agreement until the earlier to occur of the Closing Dateand the termination of this Agreement in accordance with ARTICLE VIII, each Seller Party shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, directly or indirectly, (a) solicitthrough any officer, initiatedirector, encourageemployee, agent or Affiliate, enter intointo any agreement, conductagreement in principle or other commitment (whether or not legally binding) relating to any business combination with, engage in or continue, any discussions, negotiations or communicationsrecapitalization of, or continue any discussions, negotiations communications, contract acquisition or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) purchase of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) 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 (an a “Alternative Competing Transaction”), (b) agree toor solicit, accept, approve, endorse initiate or recommend (encourage the submission of any proposal or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact offer from any Person relating to an Alternative Transaction (including any Competing Transaction, nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to effect a Competing Transaction. Notwithstanding anything to the identity contrary contained in this Section 5.9, this Agreement shall in no event restrict or limit any Seller discussions or negotiations in respect of such Person, the material terms of any proposal and a reasonable summary sale or transfer of all communications)or substantially all of the assets or equity of Seller; provided that this sentence shall not permit any Seller Party or its Affiliates to abdicate this Agreement or any Ancillary Agreement or otherwise avoid its obligations to consummate the Closing and the other transactions contemplated by this Agreement and the Ancillary Agreements.

Exclusivity. From Until the Effective Date until earlier of the Closing DateDate and the date upon which, Seller shall if any, this Agreement is terminated pursuant to its terms, the Selling Stockholder and its controlled Affiliates will not, and shall the Selling Stockholder will not cause its Subsidiaries and its and their respective Representatives and or permit the Company or any other Person acting on its or their behalf to not, directly or indirectlySubsidiary to, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, encourage the submission of any discussions, negotiations proposal or communications, or continue offer from any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or Person relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) acquisition of all the Shares or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material any substantial portion of the assets assets, of the Company or any interest thereinSubsidiary (including any acquisition structured as a merger or consolidation) or otherwise (an “Alternative TransactionAcquisition Proposal”), ) or (b) agree participate in any discussions or negotiations regarding, provide any information with respect to, acceptassist or participate in, approveor facilitate in any other manner any effort or attempt by any prospective acquiror to do or seek any of the foregoing, endorse or recommend (or propose or announce any intention or desire to agree to acceptother than Purchaser, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to its Affiliates and their representatives. The Selling Stockholder and the vote of its stockholders. Seller Company shall, and shall cause its Subsidiaries each Subsidiary and the officers, directors, employees, representatives, agents, investment bankers and Affiliates of the Company and each Subsidiary to, (x) immediately cease and cause to be terminated any and all contacts, discussions and negotiations with any Person other than Purchaser and its Affiliates and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in representatives regarding the sale process to return or destroy any confidential information of Seller and its Subsidiaries foregoing; (and terminate access to any data room for each such other participant). Seller shall y) promptly notify Buyer in the event that it Purchaser of any Acquisition Proposal, or its Subsidiaries any inquiry or Representatives receives any request for information, proposals, inquiries or other contact from with any Person relating to an Alternative Transaction with respect thereto which has been made after the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, and the details of such contact (including the identity of such Personthe third party or third parties and copies of any proposals and the specific terms and conditions discussed or proposed). The Company and the Selling Stockholder agree not to, and to cause each Subsidiary not to, without the prior consent of Purchaser, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Selling Stockholder, the material terms of Company or any proposal and Subsidiary is a reasonable summary of all communications)party.

Exclusivity. From Except for those transactions publicly disclosed by Seller between December 1, 2007 and the Effective Date until the Closing Datedate of this Agreement, Seller shall not, not (and Seller shall cause its Subsidiaries Affiliates, representatives, officers, managers, employees, directors and its and their respective Representatives and any other Person acting on its or their behalf to notagents not to), directly or indirectly, (a) submit, solicit, initiate, encourage, enter into, conduct, engage in encourage or continue, discuss any discussions, negotiations proposal or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to offer from any Person (other than Buyer or and its Affiliates in connection with the transactions contemplated hereby) or Representatives), in each case, concerning a sale enter into any agreement or accept any offer relating to or consummate any (or possible salei) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, mergerreorganization, liquidation, dissolutiondissolution or recapitalization of the Business or any Purchased Assets, reorganization(ii) merger or consolidation involving the Business or any Purchased Assets, recapitalization, consolidation, (iii) purchase or sale of assets any Purchased Assets (including all other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business), or a material portion (iv) similar transaction or business combination involving the Business or any Purchased Assets (each of the assets or any interest thereinforegoing transactions described in clauses (i) through (iv), a “Business Transaction”) or otherwise (an “Alternative Transaction”), (b) agree furnish any information with respect to, accept, approve, endorse assist or recommend participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or propose or announce seek to do any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to of the vote of its stockholdersforegoing. Seller shallagrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Business Transaction. Seller represents and warrants that Seller and its Affiliates have each ceased all discussions with all Persons (other than Buyer) regarding all of the foregoing, and shall cause its Subsidiaries and its and their respective Representatives tothat no Seller nor any Seller’s officers, immediately discontinue directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any ongoing communications or negotiations agreement relating to any Alternative Transaction and instruct each of the foregoing, other participant in than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the sale process to return receipt of any proposal, offer, inquiry or destroy any confidential information of Seller and its Subsidiaries (and terminate access contact with respect to any data room for each of the foregoing and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any such other participant). Seller shall promptly notify Buyer in the event that it proposal, inquiry or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)contact.

Exclusivity. From and after the Effective Date until the Closing Datedate hereof, Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notAffiliates not to, directly or indirectly, (a) initiate, solicit, initiatefacilitate, encourage, enter intodiscuss, conductnegotiate or accept any inquiries, engage proposals or offers with respect to (i) the acquisition, in a single transaction or continuea series of related transactions, of any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies outstanding shares of any class or relating to series of equity securities or debt securities of the Business to Company or any Person of its Subsidiaries or any interests therein, (ii) the acquisition (or any lease, license, long-term supply agreement or other than Buyer or its Affiliates or Representativesarrangement having the same economic effect as an acquisition), in each casea single transaction or a series of related transactions, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets and properties of the Company or any interest thereinof its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or otherwise combination of the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Alternative Acquisition Transaction”), or (b) agree toenter into any contract or agreement concerning or relating to an Acquisition Transaction, acceptin each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, approve, endorse proposal or recommend (offer with respect to an Acquisition Transaction on or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction after the date hereof and prior to the vote 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 its stockholdersthe person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives Affiliates to, immediately discontinue terminate any ongoing communications and all discussions or negotiations relating with any third party with respect to, or that could reasonably be expected to any Alternative Transaction and instruct each other participant in lead to, an Acquisition Transaction. Prior to the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Closing, Seller shall promptly notify Buyer in not transfer, dispose of or put an Encumbrance on the event that it equity securities of the Company or any of its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Subsidiaries.

Exclusivity. From (a) During the Effective Date until period beginning on the Closing Datedate hereof and ending at 11:59 p.m. (Prevailing Pacific Time) on the thirty (30th) day after the date hereof (the “Exclusivity Period”), Seller the Company agrees that the Company shall not, nor shall the Company permit any of its affiliates and shall cause its Subsidiaries and its and each of their respective Representatives officers, directors, employees, equityholders, agents, affiliates, advisors (including, without limitation, financial and any other Person acting on its or their behalf legal advisors, consultants and accountants) and representatives (collectively, the “Company Representatives”) to not, directly or indirectly, (ai) initiate contact with, solicit, initiateseek, encourage, enter into, conduct, engage in promote or continuesupport any inquiry from; (ii) disclose, any discussions, negotiations information concerning the Company or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide of its subsidiaries to; (iii) afford any information or afford access to the personnel, offices, facilities, properties, books or and records of the Target Companies Company or relating to the Business to any Person of its subsidiaries to; or (iv) enter into any discussion, negotiation, understanding, letter of intent, term sheet, agreement or other arrangement or understanding (written or oral) with, any person or entity (other than Buyer Tesla or its Affiliates or Representativesrepresentatives), in each casecase of clause (i) through (iv) above in connection with (w) the acquisition of, concerning a sale or any proposal for the acquisition of the Company or any of its subsidiaries or any or all of the capital stock or other security or assets of the Company or any of its subsidiaries (excluding sales of inventory in the ordinary course of business), whether directly or possible saleindirectly, by operation of law or otherwise, or any public offering, merger, tender offer, consolidation, scheme of arrangement, or other business combination involving the Company or any of its subsidiaries, (x) any debt or equity investment in the Company or any of its subsidiaries, (y) any joint venture with the Company or any of its subsidiaries or other strategic transaction outside of the ordinary course of business, or (z) any engagement or transfer of all or any part substantially all of the Businessemployees, the Transferred Assets consultants, contractors, customers, or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion suppliers of the assets Company or any interest therein) or otherwise of its subsidiaries (each, an “Alternative Transaction”); provided, however, that the Company may continue its discussions with East West Bank with respect to a potential restructured or replacement credit facility and line of credit. (b) agree toDuring the Exclusivity Period, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller Company shall, and shall cause its Subsidiaries and its and their respective each of the Company Representatives to, immediately discontinue terminate and cease and suspend any ongoing communications existing communication, activities, discussions or negotiations (including termination of access to any electronic dataroom) with any person or entity (other than Tesla or its representatives) conducted heretofore with respect to any Alternative Transaction. In the event that the Company or any Company Representative receives any offer, proposal, inquiry, or other communication related to an Alternative Transaction or any request for information or access to information or other communication under circumstances that could reasonably be expected to lead to an offer, proposal or inquiry related to an Alternative Transaction (each a “Solicitation”), the Company will promptly (and in any event within twenty-four (24) hours) notify Tesla thereof and provide Tesla with a detailed written description of such Solicitation and the communications in connection therewith, including the amount and whether the proposed purchase price (if any) is higher or otherwise more attractive than Tesla’s then-current offer and other material terms and conditions thereof to the extent permitted by any applicable pre-existing confidentiality obligations. (c) There are no legally binding obligations between the parties relating to any Alternative Transaction except those specifically set forth herein, and instruct each other participant in except for the sale process to return or destroy any confidential information of Seller Non-disclosure Letter Agreement, dated December 14, 2018, by and its Subsidiaries between the Company and Tesla (and terminate access to any data room for each such other participantthe “Non-disclosure Agreement”). Seller shall promptly notify Buyer Each party acknowledges and agrees that this Letter Agreement is not intended to, and does not, create any legally binding obligation on any party to consummate the Potential Acquisition or enter into any agreement regarding the foregoing. Such an obligation will arise only upon the negotiation, execution and delivery of a final definitive agreement relating to the Potential Acquisition in form and substance satisfactory to the event that it or its Subsidiaries or Representatives receives parties. Neither the discussions nor negotiations between the parties hereto nor this Letter Agreement is intended to, and they do not, create any request for information, proposals, inquiries fiduciary or other contact from special duties or obligations between the parties hereto. (d) The Company hereby represents that neither the Company, nor, to the best of the Company’s knowledge, any Person Company Representative is currently bound by any other agreement relating to an Alternative Transaction (including and that the identity execution of this Letter Agreement does not and will not violate any agreement by which any such Person, the material terms person or entity is bound or to which any of any proposal and a reasonable summary of all communications)their respective assets are subject.

Exclusivity. From (a) During the Effective Date period following the date hereof until the earlier of the applicable Closing DateDate and the termination of this Agreement pursuant to its terms, Seller shall not, and shall cause direct its Subsidiaries Affiliates and its Subsidiaries, and each of their respective Representatives and any other Person acting on its or their behalf not to not, directly or indirectly: (i) encourage, (a) solicitfacilitate, initiate, encouragesolicit or make any proposal or offer with respect to or enter into a merger, enter intoacquisition, conductconsolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the Business, or any purchase of all or a substantial portion of the assets of either the HHI Business or the TLM Business (a “Proposal”) with any Person other than Purchaser; (ii) other than informing Persons of the existence of this Section 6.20 or communicating that such Person is not permitted to engage in such activity at such time, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingconcerning, or provide any information or afford data concerning the Business to, or have any discussions with, any Person other than Purchaser that has made a Proposal; or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person other than Purchaser to do or seek any of the foregoing. (b) Seller shall notify Purchaser orally and in writing promptly (but in any event no later than twenty-four (24) hours) after receipt by Seller, its Affiliates or Subsidiaries, or any of their respective Representatives of any Proposal from any Person other than Purchaser or any request for non-public information relating to the Business. Such notice shall indicate the identity of the Person making the Proposal, or intending to make a Proposal or requesting non-public information or access to the properties, books or and records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets material terms of any such Proposal, or modification or amendment to such Proposal and copies of any written Proposals or amendments and supplements thereto. Seller shall keep Purchaser informed, on a current basis, of any material changes in the Target Companiesstatus and any material changes or modifications in the material terms of any such Proposal or request. Notwithstanding the foregoing, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or Seller shall not be required to take any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce action that would violate any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or existing confidentiality agreement. (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause direct its Subsidiaries Affiliates and its Subsidiaries, and each of their respective Representatives to, immediately discontinue any ongoing communications terminate all discussions or negotiations relating to any Alternative Transaction with all Persons other than Purchaser who have made Proposals that are currently ongoing and instruct each other participant in shall promptly request the sale process to prompt return or destroy destruction of any confidential information of Seller and its Subsidiaries provided to (and terminate the VDR access to any data room for each of) such other participant). Seller shall promptly notify Buyer Person in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of connection with such Person, the material terms ’s consideration of any proposal and a reasonable summary of all communications)possible Proposal.

Exclusivity. From During the Effective Date until period commencing on the Closing Datedate hereof and for so long as any Convertible Promissory Note remains outstanding, Seller shall notneither the Company nor any of its affiliates or Subsidiaries, and shall cause its Subsidiaries and its and their respective Representatives and nor any other Person acting on of its or their behalf to notrespective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, : (a) solicit, initiate, encourageencourage or accept any other inquiries, proposals or offers from any Person (other than the Buyer) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 1▇▇▇ ▇▇▇) or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, conducteffect, engage alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in or continue, any discussions, conversations, negotiations or communicationsother communications with any Person (other than the Buyer) regarding any Exchange Transaction, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business furnish to any Person (other than the Buyer) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Convertible Promissory Note remains outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or its Affiliates or Representativesconditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in each caseany way, concerning a sale assist or participate in, facilitate or encourage any effort or attempt by any Person (or possible saleother than the Buyer) of all or to effect any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale acquisition of securities or other equity interestsindebtedness of, mergeror claim against, liquidationthe Company by such Person from an existing holder of such securities, dissolutionindebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, reorganizationor claim against, recapitalization, consolidation, sale of assets the Company (including all whether pursuant to Section 3(a)(9) or a material portion 3(a)(10) of the assets 1933 Act or any interest thereinotherwise) or otherwise (an a “Alternative TransactionThird Party Exchange Transfer”). The Company, (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shallaffiliates and Subsidiaries, and shall cause its Subsidiaries and each of its and their respective Representatives toofficers, employees, directors, agents or other representatives shall immediately discontinue cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any ongoing communications Persons (other than the Buyer) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or negotiations offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, request, proposal or offer relating to any Alternative Exchange Transaction or Third Party Exchange Transfer, and instruct each other participant shall promptly (and in no event later than 24 hours after receipt) provide copies to the sale process to return Buyer of any written inquiries, requests, proposals or destroy any confidential information of Seller offers relating thereto. The Company agrees that it and its Subsidiaries (affiliates and terminate access Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any data room for each such other participant). Seller shall promptly notify information to the Buyer in accordance with this provision. For all purposes of this Agreement, violations of the event that it restrictions set forth in this Section 4(w) by any Subsidiary or affiliate of the Company, or any officer, employee, director, agent or other representative of the Company or any of its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including affiliates shall be deemed a direct breach of this Section 4(w) by the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Company.

Exclusivity. (a) From the Effective Date date hereof until the earlier of (i) the Closing Date, Seller or (ii) the termination of this Agreement pursuant to Article VIII (such earlier date being referred to herein as the “Exclusivity Termination Date”), the Sellers and Members shall not, and shall cause its Subsidiaries and its and not authorize or permit any of their respective Representatives and any other Person acting on its officers, directors, employees, agents, representatives or their behalf to notAffiliates to, directly or indirectly, : (ai) solicit, initiate, encourage, enter intofacilitate or (to the extent within such Person’s control) permit the submission of any proposal, conduct, engage in or continue, any discussions, negotiations or communicationsinquiry, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to offer from any Person (other than Buyer or any of its Affiliates Affiliates) relating to the direct or Representatives)indirect disposition, in each casewhether by sale, concerning a sale (merger or possible sale) otherwise, of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets Business or any interest therein) or otherwise the Purchased Assets (an a “Alternative Competing Transaction”)) other than acquisitions of the Purchased Assets in the Ordinary Course of Business, or (ii) furnish any information, participate in any discussions or negotiations, or enter into any Contract, letter of intent, or other understanding (whether written, oral, binding, non-binding, or otherwise) regarding a Competing Transaction. (b) agree Immediately following the execution of this Agreement, each of the Sellers and Member will terminate any and all discussions or negotiations with respect to any Competing Transaction and request each Person that has heretofore executed a confidentiality agreement in connection with a Competing Transaction to return all confidential information heretofore furnished to such Person by or on behalf of, or with respect to, acceptthe Sellers, approve, endorse the Business or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or the Purchased Assets. (c) submit From the date hereof through the Exclusivity Termination Date, if any Alternative Transaction to of the vote of its stockholders. Seller shallSellers and Members receives any inquiry, and shall cause its Subsidiaries and its and their respective Representatives toproposal, immediately discontinue any ongoing communications or negotiations offer relating to any Alternative Transaction and instruct each other participant in the sale process to return a Competing Transaction, or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationinformation relating thereto, proposalssuch party will promptly, inquiries and in any event within one (1) Business Day, notify the Buyer in writing of such inquiry, proposal, offer, or other contact from any Person relating to an Alternative Transaction (request, including the identity of the Person making such Personinquiry, proposal, offer, or request, and the material terms and details thereof, including a copy of any proposal writing (including any electronic mail) relating thereto. (d) Each of the Sellers and Members hereby acknowledges that any breach of this Section 6.11 would cause substantial and irreparable damage to the Buyer for which money damages would be an inadequate remedy and, accordingly, acknowledges and agrees that the Buyer will be entitled to an injunction, specific performance or other equitable relief to prevent the breach of such obligations (in addition to all other rights and remedies to which the Buyer may be entitled in respect of any such breach), without the necessity of posting a reasonable summary of all communications)bond or other security.

Exclusivity. From the Effective Date date of this Agreement until the earlier of the Closing DateDate or the Termination Date (as defined in Section 12.1 below), Seller shall not, nor shall Seller permit its officers, directors, affiliates, representatives or agents to (including, without limitation, investment bankers, financial advisors, brokers and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notadvisors) (collectively, the "Representatives"), directly or indirectlyindirectly do any of the following (provided that, with respect to PKA, the following covenants shall only relate to the Film Assets): (ai) solicitdiscuss, initiatenegotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction (an "Acquisition Transaction") involving any disposition or other change of ownership or control of a substantial portion of Seller's stock or assets or any assumption by Seller of substantial liabilities, including, without limitation, any joint venture or partnership involving any of the foregoing (other than the transaction contemplated in this Agreement); (ii) facilitate, encourage, enter into, conduct, solicit or initiate or in any way engage in or continue, any discussions, negotiations or communications, submissions of proposals or continue any discussions, negotiations communications, contract offers in respect of an Acquisition Transaction (other than the transaction contemplated in this Agreement); (iii) furnish or understandings, whether written or oral or binding or non-binding, or provide any information or afford access cause to the properties, books or records of the Target Companies or relating to the Business be furnished to any Person (other than Buyer or its Affiliates representatives) any information concerning the business, operations, properties or Representatives)assets of Seller in connection with an Acquisition Transaction; or (iv) otherwise cooperate in any way with, in each caseor assist or participate in, concerning a sale (facilitate or possible sale) of all encourage, any effort or attempt by any part other Person to do or seek any of the Businessforegoing. Seller shall inform Buyer by telephone, the Transferred Assets within 24 hours, of Seller's receipt of any proposal or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets bid (including all the terms thereof and the Person making such proposal or a material portion bid) in respect of any Acquisition Transaction other than the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholderstransaction described in this Agreement. Seller shall, and shall cause immediately upon execution of this Agreement, instruct its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in cease all further activities with respect to the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationSeller's assets, proposalsincluding, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Personwithout limitation, the material terms dissemination of any proposal and a reasonable summary of all communications)information.

Exclusivity. From (a) During the Effective Date until Interim Period, neither the Closing DateCompany, Seller shall not, and shall cause nor any of its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not(including the Company Stockholders) will (and the Company will cause its Representatives (including the Company Stockholders) not to), directly or indirectly, (a) initiate, solicit, initiate, encourage, enter intoprovide any information with respect to, conductor participate in, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to transactions with any Person (other than Buyer or Acquiror and its Affiliates or RepresentativesRepresentatives (including the Insiders)), in each caseor enter into or deliver any agreement (including a confidentiality agreement, concerning a letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument), with respect to any sale or other disposition (or possible salehowever effected) of all or any part substantially all of the Business, assets of the Transferred Assets Company or its Equity Securities other than the Target CompaniesTransactions contemplated by this Agreement (a “Company Alternative Transaction”) nor shall it permit any of its Representatives (including any Company Stockholder) to take, whether such transaction takes directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage or respond to any proposal with respect to a Company Alternative Transaction. The Company shall promptly advise Acquiror of any inquiry or proposal regarding a Company Alternative Transaction it may receive following the form date hereof (including the terms related thereto). The Company and its Representatives (including the Company Stockholders) shall immediately discontinue any discussions or negotiations relating to any Company Alternative Transaction. (b) During the Interim Period, neither Acquiror nor any of its Representatives acting on its behalf (including any Insider) will (and Acquiror will cause its Representatives (including any Insider) not to), directly or indirectly, initiate, solicit, encourage, provide any information with respect to, or participate in, discussions, negotiations and/or transactions with any person (other than the Company and its Representatives (including the Company Stockholders)), and/or enter into or deliver any agreement or instrument (including a sale confidentiality agreement, letter of securities intent, term sheet, indication of interest, indicative proposal or other equity interestsagreement or instrument), merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including with respect to any business combination transaction involving Acquiror and all or a material portion of the assets asset(s) and/or business(es) of any other person(s), whether by way of stock purchase, asset purchase, merger, business combination or any interest therein) or otherwise otherwise, other than the Transactions contemplated by this Agreement (an a “Acquiror Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce nor shall it permit any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersRepresentatives (including the Sponsor) 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 or respond to any proposal with respect to a Acquiror Alternative Transaction. Seller shall, and shall cause its Subsidiaries Acquiror and its and their respective Representatives to, (including any Inisder) shall immediately discontinue any ongoing communications and all discussions or negotiations relating to any Acquiror Alternative Transaction and instruct each other participant Transaction. (c) Notwithstanding anything to the contrary, no Party shall be in the sale process to return or destroy any confidential information breach of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction this Section 7.03 (including for the identity of such Person, the material terms purposes of any proposal of the conditions set forth in Section 8.02 or Section 8.03) unless and to the extent that such Party has committed a reasonable summary Willful Breach of all communications)this Section 7.03.

Exclusivity. From the Effective Date until the Closing Date, Seller (a) The Company shall not, and the Company shall cause require each of its Subsidiaries officers, directors, employees, representatives and its and their respective Representatives and any other Person acting on its or their behalf to notagents not to, directly or indirectly, (ai) initiate, solicit, initiateengage in, encourageencourage or otherwise facilitate any inquiry, enter intoproposal, conduct, engage in negotiation offer or continue, discussion with any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person party (other than Buyer or its Affiliates or Representatives)the Buyer) concerning any merger, in each casereorganization, concerning a sale (or possible sale) of all or any part of the Businessconsolidation, the Transferred Assets or the Target Companiesrecapitalization, whether such transaction takes the form of a sale of securities or other equity interests, mergerbusiness combination, liquidation, dissolution, reorganization, recapitalization, consolidationshare exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company, or (including all ii) subject to the following sentence, furnish any non-public information concerning the business, properties or assets of the Company, any Subsidiary or any division of the Company to any party, other than (A) pursuant to the existing contractual obligations of the Company set forth on Schedule 4.7, (B) the Buyer or (C) existing or potential Power Links partners, customers, consultants, vendors or suppliers in the Ordinary Course of Business; provided that, subject to the following sentence, nothing herein shall be deemed to prohibit any director of the Company who is a representative of a Company Stockholder on the Company’s board of directors, from disclosing any such information to such Company Stockholder’s officers, directors, managers, general partners or financial or legal advisors if such recipients reasonably need to know such information and are bound by a professional duty or a material portion contractual obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, the Company shall not, and the Company shall require each of its officers, directors, employees, representatives and agents not to, directly or indirectly furnish any non-public information concerning the business, properties or assets of the assets Company, any Subsidiary or any interest therein) division of the Company to any party with any intention to initiate, solicit, encourage or otherwise facilitate any inquiry, proposal, offer or discussion of the nature described in clause (an “Alternative Transaction”), i) above. (b) agree toThe Company shall immediately notify any party with which discussions or negotiations of the nature described in clause (i) of paragraph (a) above were pending at the date of this Agreement that the Company is terminating such discussions or negotiations. If the Company receives any proposal, acceptoffer or written inquiry of the nature described in clause (i) of paragraph (a) above, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller Company shall, and shall cause its Subsidiaries and its and their respective Representatives towithin one business day after such receipt, immediately discontinue any ongoing communications notify the Buyer of such inquiry, proposal or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationoffer, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material other party and the terms of any such inquiry, proposal and a reasonable summary of all communications)or offer.

Exclusivity. From the Effective Date date of this Agreement until the earlier to occur of the Closing Dateor such time as this Agreement is terminated pursuant to Section 7.3, the Seller Parties shall not, and shall cause its Subsidiaries the directors, members, managers, officers, employees, representatives and its agents of the Seller and their respective Representatives and any other Person acting on its or their behalf to notthe Paragon Companies not to, directly or indirectly, (ai) solicit, initiate, encourageencourage or entertain any inquiries or proposals from, enter into, conduct, engage in discuss or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingnegotiate with, or provide any non-public information to, or afford access to consider the propertiesmerits of any inquiries or proposals from, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or Purchaser and its Affiliates or Representatives), in each case, concerning a sale (or possible saleagents) of all or relating to any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, business combination or similar transaction involving the Seller or any Paragon Company, or the sale of the business or assets (including all or a material portion of the assets Seller or any Paragon Company (excluding the sale of Inventory in the Ordinary Course of Business), or the sale of the Capital Stock or any equity interest therein) or otherwise in any of the other Paragon Companies (an “Alternative TransactionAcquisition Proposal”), (bii) agree knowingly hold or participate in any negotiations or discussions or enter into any agreements with any Person concerning an Acquisition Proposal; or (iii) knowingly deliver or make available to any Person any non-public information with respect to, acceptor take any other action regarding, approveany inquiry, endorse expression of interest, proposal or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersoffer that constitutes an Acquisition Proposal. The Seller shallwill cease, and shall will cause its Subsidiaries to cease, and will instruct, and will cause its and Subsidiaries to instruct their respective Representatives toto cease, immediately discontinue and cause to be terminated any ongoing communications and all existing activities, discussions or negotiations relating with any Persons conducted prior to or on the date hereof with respect to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Acquisition Proposal.

Exclusivity. From (a) Each Seller agrees that between the Effective Date until date of this Agreement and the earlier of the Closing Dateand the termination of this Agreement, Seller the Sellers shall not, and shall take all action necessary to ensure that none of the Sellers, the Companies or any of their respective Affiliates, officers, directors employees and agents shall, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) 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 the Companies or their Subsidiaries or the assets of the Companies or their Subsidiaries, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation or other business combination relating to the Companies or their Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Companies or their Subsidiaries; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. (b) The Sellers’ Representative shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the 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 Subsidiaries and its the Companies and their respective Representatives and Subsidiaries not to, release any other Person acting on its from, or their behalf to not, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in or continuewaive any provision of, any discussionsconfidentiality agreement to which any Seller, negotiations Company or communicationsSubsidiary of a Company is a party, or continue any discussions, negotiations communications, contract or understandings, whether without the prior written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records consent of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Buyer.

Exclusivity. (a) From the Effective Date until date hereof through the Closing Date(or the earlier termination of this Agreement in accordance with its terms): (i) Seller shall not, and shall cause its Subsidiaries (including the Company Entities) and its and their respective directors and officers not to, and shall direct its and their other Representatives acting on their behalf to not, directly or indirectly, except for purposes of any communication permitted by Section 5.22(c) below, solicit, knowingly facilitate, knowingly induce or knowingly encourage, engage in discussions or negotiations with respect to, or otherwise enter into, any proposals, offers, agreements or arrangements with any person or entity (other than Sponsor, Buyer, Affiliates or the Representatives of the foregoing) concerning an Alternative Transaction; (ii) Seller shall, and shall cause its Subsidiaries (including the Company Entities) and its and their respective directors and officers, and shall direct its and their respective other Representatives to, immediately cease and terminate (and Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and not to, resume or otherwise continue) any other Person acting on its or their behalf to notsolicitation, directly or indirectlyinitiation, (a) solicitknowing encouragement, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to discussion and/or negotiation with any Person (other than Buyer or its Affiliates or Representatives)Sponsor, in each caseBuyer, concerning a sale (or possible sale) of all or any part Affiliates, and the Representatives of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or foregoing) concerning any interest therein) or otherwise (an “Alternative Transaction”), ; (biii) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries (including the Company Entities) and its and their respective directors and officers to, and shall direct its and their respective other Representatives to, immediately discontinue terminate any ongoing communications third party’s (other than Sponsor, Buyer, each of their respective Affiliates, and the Representatives of the foregoing) access to any virtual data room containing any nonpublic information in connection with, or negotiations relating to for the purpose of encouraging or facilitating, any Alternative Transaction and instruct each other participant shall not provide any such third party with access to any virtual data room containing such information during such period in the sale process to return or destroy connection with any confidential information of Alternative Transaction; and (iv) Seller shall not, and shall cause its Subsidiaries (including the Company Entities) not to, approve, authorize or enter into any Alternative Transaction. (b) If Seller, any of its Affiliates (including the Company Entities) or any of its and terminate access their respective Representatives receives an inquiry, offer, proposal or indication of interest that constitutes, or could reasonably be expected to any data room for each lead to, an Alternative Transaction, within two Business Days of such other participant). receipt, (i) Seller shall promptly notify Buyer may inform the third party in the event writing that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating is unable to engage in discussions with respect to an Alternative Transaction at such time and of the existence of this Agreement, and (including the identity ii) thereafter Seller shall, and shall direct its directors, officers and other Representatives to, cease any further contact in respect of such Personinquiry, offer or proposal. (c) For purposes of this Section 5.22, “Alternative Transaction” shall mean, (other than the material terms Transactions or any other transaction involving solely the Company Entities or Sponsor, Buyer or any of their respective Affiliates or any Representatives of the foregoing, including any Buyer-Approved Transaction), any transaction or series of related transactions, including any offer or proposal, relating to (i) any acquisition or purchase, direct or indirect, of all or a majority of the assets of the Business (excluding, for the avoidance of doubt, sales of inventory) or of any proposal and class of equity or voting securities of any Company Entity, or (ii) a reasonable summary merger, consolidation, amalgamation, share exchange, business combination, sale of a majority of the assets, reorganization, recapitalization, liquidation, dissolution, or other similar transaction involving the Business or any Company Entity; provided, for the avoidance of doubt, that in no event shall any acquisition, sale, merger, consolidation, amalgamation, share exchange, business combination, sale of a majority of the assets, reorganization, recapitalization, liquidation, dissolution, or similar transaction or series of transactions, direct or indirect, with respect to all communications)or any portion of the Equity Interests or assets, rights or properties of the Retained Business or Seller or any of its Affiliates (other than the Company Entities or the Business) be deemed to be an “Alternative Transaction” or be otherwise prohibited by this Section 5.22.

Exclusivity. From During the Effective Date until Interim Period, except with respect to this Agreement and the Closing Datetransactions contemplated hereby, Seller shall the Company agrees that it will not, and shall it will cause its the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and their respective Representatives other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any other Person acting on its individual member or their behalf to notemployee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (a) solicitincluding, initiate, encourage, enter into, conduct, engage in or continuewithout limitation, any discussions, negotiations proposal or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access offer to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all stockholders or any part of the Businessthem) with respect to a merger, the Transferred Assets or the Target Companiesacquisition, whether such transaction takes the form of a sale of securities or other equity interestsconsolidation, mergerrecapitalization, liquidation, dissolution, reorganizationequity investment or similar transaction involving, recapitalization, consolidation, sale or any purchase of assets (including all or a material any substantial portion of the assets or any interest therein) securities of, the Company or otherwise any of its Subsidiaries (an any such proposal or offer being hereinafter referred to as a “Alternative TransactionProposal”), ; (b) agree engage in any negotiations concerning, or provide any confidential information or data to, acceptor have any substantive discussions with, approve, endorse or recommend (or propose or announce any intention or desire person relating to agree to accept, approve, endorse or recommend) any Alternative Transaction or a Proposal; (c) submit otherwise facilitate or cooperate in any Alternative Transaction effort or attempt to the vote of its stockholders. Seller shallmake, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications implement or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return accept a Proposal; or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from d) enter into Contract with any Person relating to an Alternative Transaction a Proposal. If the Company, any of its Subsidiaries or any Agent has provided any Person (including other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return or destruction thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such PersonProposal, the material terms inquiry or request, and shall include a true and complete copy of any proposal and a reasonable summary of all communications)such Proposal, inquiry or request, if in writing.

Exclusivity. (a) From the Effective Date date of this letter agreement until the Closing Datereceipt by MICL from the Company of the Data and Analysis (as defined in paragraph 3(b) below) of the Phase 3 clinical trial portion of the Novelos Trials (as defined in the Collaboration Agreement (as defined below)) in the United States (“Exclusive Negotiation Period”), Seller the Company shall notnot negotiate with any third party other than MICL for (i) the license or other acquisition of NOV-002 Rights (defined below) in the United States (the “Proposed Transaction”) or (ii) any transaction which would terminate the Rights of First Refusal Period set forth in paragraph 3(c) below. (b) The Company and MICL agree that during the Exclusive Negotiation Period, and shall cause neither the Company nor any of its Subsidiaries and its and their respective Representatives and affiliates, or any other Person acting on of its or their behalf respective directors, officers, employees, financial advisors or counsel, agents or representatives or any other party retained or engaged by the Company or any affiliate of the Company to notassist in the analysis, the arranging, brokering, financing, negotiation or consummation of the Proposed Transaction at any time will (either directly or indirectly, (athrough any intermediary) solicit, initiateentertain offers or bids from, encouragerespond to, enter intonegotiate with or consider any offer, conduct, engage bid or proposal of any other person for a transaction that would conflict with or impede the Proposed Transaction in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingrespect, or provide any non-public information to any third party in connection with such an offer, bid or afford proposal except to the extent to respond to unsolicited offers, bids or proposals as required by law, including the fiduciary duties of the Board of Directors of the Company. (c) Until the first to occur of (i) such time as the Company is permitted to proceed with the transaction proposed by the Offeror (as defined below) pursuant to paragraph 2(a)(iii), or (ii) the end of the Right of First Refusal Period, the Company will (A) reasonably cooperate with MICL to provide access to the properties, books or records MICL of the Target Companies or relating to the Business to any Person (Company’s books and records, and all other than Buyer or its Affiliates or Representatives)relevant documents and data, in each case, concerning to the extent related to the Proposed Transaction, (B) prepare, file, prosecute and maintain all of its patents related to NOV-002 in the Territory, and (C) keep MICL informed, in a sale timely manner, of material communications, notifications or other information which it receives or provides (directly or possible saleindirectly) of all with respect to NOV-002 or related patents and intellectual property with any part regulatory authorities in the Territory. (d) In the event any negotiations between the Company and MICL during such Exclusive Negotiation Period results in a bona fide agreement in principle on terms to be set forth in a definitive agreement, the Company will grant MICL an option, at no cost other than as specified in such agreement, to enter into such definitive agreement, such option to terminate upon the 30th day, or such longer period as agreed to between the Company and MICL, following the end of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Exclusive Negotiation Period.

Exclusivity. From In consideration of the Effective Date until substantial expenditures of time and expense to be undertaken by Purchaser in connection with the Closing Dateconsummation of the transactions contemplated by this Agreement, for a period ending on the earlier of (a) ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the termination of this Agreement, (c) the date (i) Purchaser or one of its Affiliates submits a notice to the appropriate federal regulator or regulators withdrawing its application to acquire control of the Bank or (ii) the appropriate federal regulator or regulators notify Seller, the Bank, Purchaser or one of Purchaser’s Affiliates in writing that the appropriate federal regulator or regulators will not approve the application to acquire control of the Bank filed by Purchaser; or (d) the Closing, the Companies shall deal exclusively with Purchaser with respect to the sale of the Shares, the business of the Bank, or of the issuance of the equity interests of, or any assets or properties of, the Bank. In addition, during such time period, Seller shall not, and shall cause its Subsidiaries direct the Companies’ officers, directors, financial advisors, accountants, attorneys, and its and their respective Representatives and any other Person acting on its or their behalf Affiliates (collectively, together with the Company, the “Company Group”) to not, directly or indirectly, not (a) solicit, initiate, encourage, enter into, conduct, engage in solicit submissions of proposal or continue, offers from any discussions, negotiations person or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or entity other than Purchaser relating to the Business to any Person (other than Buyer acquisition or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) purchase of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion properties of the Bank, the sale or issuance of any equity interests of the Bank or any entity formed by the Bank or any Affiliate of the Bank to which any of the equity interests or any assets or properties of the Bank may be contributed, or any interest therein) merger or otherwise consolidation of the Bank or of any entity formed by the Bank or any Affiliate of the Bank to which any of its business, assets or properties may be contributed (each an “Alternative TransactionAcquisition Proposal”), ; or (b) agree to, accept, approve, endorse or recommend (or propose or announce participate in any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications discussions or negotiations relating regarding, or furnish any information to any Alternative Transaction and instruct each person or entity other participant than Purchaser, or otherwise cooperate in the sale process to return any way or destroy assist, facilitate, or encourage any confidential information Acquisition Proposal by any person or entity other than Purchaser; provided, however, nothing herein shall prohibit any director of Seller and its Subsidiaries (and terminate access any Company from exercising his or her fiduciary duties with respect to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)unsolicited acquisition inquiries.

Exclusivity. From (a) The Seller agrees that, commencing on the Effective Date date of this Agreement and until the earlier of the Closing Dateor the date on which this Agreement has been terminated by its terms (the “Exclusivity Period”), the Buyer shall have the exclusive right to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Seller agrees that, unless this Agreement is terminated by its terms, the Seller shall notnot (and the Seller shall not cause or permit any Affiliate, and shall cause its Subsidiaries and its and their respective Representatives and Insider, agent or representative or any other Person acting on its or their behalf to notto), directly or indirectly, through any officer, director, shareholder, member, partner, Affiliate, employee, agent, investment banker, attorney, accountant or other representative or otherwise, (ai) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, encourage the submission of any discussions, negotiations proposal or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to offer (an “Acquisition Proposal”) from any Person (including any of its officers, directors, partners, members, shareholders, Affiliates, employees, agents and other than Buyer representatives) relating to any direct or its Affiliates indirect merger or Representatives)consolidation with or into, in each case, concerning a sale (or possible sale) acquisition or purchase of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets Shares of, or any interest thereinmaterial asset of, or any capital stock or other Equity Interest of, any Acquired Company or any other similar business combination involving any Acquired Company (other than the transactions with the Buyer contemplated hereby), or (ii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise (an “Alternative Transaction”)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 to do any of the foregoing. (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to Nothing contained in this Section 5.6 shall prohibit the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries board of directors (the “Seller Board”) and terminate access officers from furnishing information, including nonpublic information, to, or entering into negotiations with, any Person that has indicated its willingness to any data room make an unsolicited bona fide Acquisition Proposal if, and only to the extent that: (i) such interest in making an unsolicited bona fide Acquisition Proposal is made by a third party that the Seller Board determines in good faith has the good faith intent to proceed with negotiations to consider, and the financial capability to consummate, such Acquisition Proposal; (ii) the Seller Board, after duly consulting with the Seller’s outside counsel, determines in good faith that such action is necessary for each the Seller Board to comply with its fiduciary duties imposed by applicable law; (iii) contemporaneously with furnishing such other participant). information to, or entering into discussions with, such Person, the Seller shall promptly notify enters into a customary confidentiality agreement with such Person; (iv) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person, the Seller provides written notice to the Buyer in to the event effect that it is furnishing information to, or its Subsidiaries entering into discussions or Representatives receives negotiations with, such Person; and (v) the Seller uses all reasonable efforts to keep the Buyer informed in all material respects of the status and terms of any request for information, proposals, inquiries such negotiations or other contact from any Person relating to an Alternative Transaction discussions (including the identity of the Person with whom such Persondiscussions or negotiations are being held) and provides the Buyer copies of such written proposals and any amendments or revisions thereto or correspondence related thereto; provided, that the material terms of Buyer agrees to execute a confidentiality agreement, in form reasonably acceptable to it, with respect to any proposal and a reasonable summary of all communicationssuch information delivered to the Buyer pursuant to this clause (v), which confidentiality agreement shall be subject to the Buyer’s disclosure obligations arising under applicable law or securities exchange regulations.

Exclusivity. From the Effective Date date hereof until the earliest of (a) the Closing DateDate or (b) such date on which this Agreement is validly terminated in accordance with Article X, Seller shall not, and shall cause its Subsidiaries and its the Sellers and their respective Representatives Subsidiaries and any other Person acting on its or their behalf to Affiliates will not, directly or indirectly, indirectly (ai) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, accept the submission of any discussions, negotiations proposal or communications, or continue offer from any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or Person relating to the Business acquisition of the Sellers, their respective Subsidiaries, the CIR III Properties or the CIR III Shares or (ii) participate in any discussions or negotiations regarding the acquisition of the Sellers, their respective Subsidiaries, the CIR III Properties or the CIR III Shares or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Sellers, their respective Subsidiaries, the CIR III Properties or the CIR III Shares (other than the Buyer or its authorized Representatives). The Sellers and their respective Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its Affiliates authorized Representatives) to which confidential or Representatives)proprietary information heretofore has been provided, in each case, concerning a sale (with respect to any discussions or possible sale) of all or any part negotiations regarding the acquisition of the BusinessSellers, their respective Subsidiaries, the Transferred Assets CIR III Properties or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersCIR III Shares. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). The Seller shall promptly notify the Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms upon receipt of any bid, offer or proposal and a reasonable summary of all communications)it receives with respect to the Sellers, their respective Subsidiaries, their respective properties or the CIR III Shares or any other transaction inconsistent with the transactions contemplated by this Agreement.

Exclusivity. From the Effective Date until the Closing Date, (a) Seller shall notshall, and shall cause direct its Subsidiaries officers, directors, employees, agents, Affiliates, investment bankers, attorneys and its other advisors and their respective Representatives and representatives to, immediately cease any other Person acting on its existing discussions or their behalf to notnegotiations, directly or indirectlyif any, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, with any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business parties with respect to any Person (other than Buyer purchase or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) acquisition of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise related to the Business (each, an “Alternative Acquisition Transaction”). Seller agrees that, prior to the earlier of the Closing or the termination of this Agreement, it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, agents and Affiliates, directly or indirectly to, solicit, initiate or encourage, or furnish or disclose information in furtherance of, any inquiries or the making of any proposal with respect to any Acquisition Transaction or negotiate, explore or otherwise engage in discussions with any Person with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the transactions contemplated by the Transaction Documents. Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.1.8 by any officer, director, employee, agent, Affiliate, investment banker, attorney or other advisor or representative of Seller shall be deemed to be a breach of this Section 7.1.8 by Seller. (b) agree From and after the execution of this Agreement, Seller shall promptly (i) advise Buyer in writing of the receipt, directly or indirectly, of any inquiry, proposal or other materials, and of any discussions, negotiations or proposals relating to, acceptan Acquisition Transaction, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommendii) any Alternative Transaction or (c) submit any Alternative Transaction to identify the vote of its stockholders. Seller shallofferor, and shall cause its Subsidiaries and its and their respective Representatives to(iii) provide Buyer copies of all proposed written agreements, immediately discontinue any ongoing communications arrangements, or negotiations relating understandings with respect to any Alternative Acquisition Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to a description of any data room for each such other participantproposed oral agreements with respect thereto). Seller shall promptly notify advise Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person of all material developments relating to an Alternative Transaction (including the identity of any such Person, the material terms of any proposal and a reasonable summary of all communications)inquiry or proposal.

Exclusivity. From Except with respect to this Agreement and the Effective Date until transactions contemplated hereby, the Closing DateCompany, Seller the Subsidiaries, the Principal Stockholder or their respective affiliates directly or indirectly through their 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") shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its (a) initiate, solicit or their behalf to notseek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (a) solicitincluding, initiate, encourage, enter into, conduct, engage in or continuewithout limitation, any discussionsproposal or offer to its Stockholders or any of them) with respect to a merger, negotiations acquisition, consolidation, recapitalization, liquidation, dissolution or communicationssimilar transaction involving, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) purchase of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) equity securities of, the Company or otherwise any Subsidiary (any such proposal or offer being hereinafter referred to as an “Alternative Transaction”"Acquisition Proposal"), or (b) agree engage in any negotiations concerning, or provide any confidential information or data to, acceptor have any substantive discussions with, approveany person relating to an Acquisition Proposal, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit otherwise cooperate in any Alternative Transaction effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the vote Merger contemplated hereby. If the Company, its Subsidiaries or Principal Stockholder, or any of its stockholderstheir respective Agents, have provided any Person (other than the Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. Seller shallThe Company, and shall cause its Subsidiaries and its and their respective Representatives tothe Principal Stockholder shall promptly notify the Parent if any inquiries, immediately discontinue any ongoing communications proposals or negotiations relating offers related to any Alternative Transaction and instruct each other participant in the sale process to return or destroy an Acquisition Proposal are received by, any confidential information of Seller and its Subsidiaries (and terminate access or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any data room for each such other participant). Seller shall promptly notify Buyer individual or entity referred to in the event that it or its Subsidiaries or Representatives receives first sentence of this Section 6.3. The covenant contained in this Section 6.3 shall not survive any request for information, proposals, inquiries or other contact from any Person relating termination of this Agreement pursuant to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Article 10.

Exclusivity. From the Effective Date date of this Agreement until the earlier of (a) the Closing DateDate or (b) the termination of this Agreement, Seller shall the Company will not, and shall Shareholders will cause its Subsidiaries the Company and its all Affiliates, officers, directors, agents, advisors, attorneys or other representative of the foregoing (collectively, “Representatives”) not to, directly or indirectly (i) solicit or initiate, or encourage the submission of, proposals or offers relating to; (ii) respond to any submissions, proposals or offers relating to; (iii) engage in any negotiations or discussions with any person relating to; or (iv) otherwise cooperate in any way with any person in connection with, any acquisition, recapitalization, liquidation, dissolution or similar transaction involving all or any portion of the Equity Interests or assets of the Company; provided, however, that the Company and Shareholders may advise any person making any such submission, proposal, offer or other contact that the Company and Shareholders are subject to an exclusivity agreement with an undisclosed party. Should the Company, Shareholders or any Representatives receive any inquiry, proposal or offer to enter into any transaction of the type referred to in clauses (i) through (iv) above, the Company Shareholders agree to promptly inform Parent and Merger Sub of any such inquiry, proposal or offer, the identity of the person making same, and the terms and conditions of same. Shareholders will not vote their respective Representatives Equity Interests of the Company in favor of and will vote against any other Person acting on its such acquisition structured as a merger, consolidation, share exchange or their behalf to transfer of all or substantially all of the assets of the Company. Without the prior written consent of Parent and Merger Sub, from the date of this Agreement until the termination of this Agreement, Shareholders will not, and will cause the Company not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or descent, or otherwise transfer or dispose of in any way, whether voluntary or by operation of law, directly or indirectly, any Equity Interests or other securities (adebt or equity) solicitor assets of the Company, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access other than to complete the Merger at the Closing pursuant to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)this Agreement.

Exclusivity. From The Company and the Effective Date until Seller agree that, during the Closing DateInterim Period, Seller shall not, and shall cause its Subsidiaries and its on behalf of themselves and their Affiliates, neither they nor any of their respective Representatives and any officers, directors, employees, stockholders, partners, members, agents, financial advisors, consultants, attorneys, accountants, representatives or other Person acting on its or their behalf to notadvisors will, directly or indirectly, indirectly (ai) solicit, initiate, encourage, enter into, conduct, engage knowingly facilitate or encourage the submission of any Acquisition Proposal or accept any such Acquisition Proposal; (ii) participate in or continue, any discussions, negotiations or communicationsother communications (as a sender thereof) regarding, or continue furnish to any Person any information with respect to, or take any other action to knowingly facilitate or encourage any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions), or otherwise knowingly cooperate in any way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourage any effort or attempt by any other Person to seek to do any of the foregoing; or (iii) enter into any agreement with respect to any Acquisition Proposal. Immediately following the execution and delivery of this Agreement, the Company shall, and the Company shall cause its and its Subsidiaries’ respective officers, directors, employees, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors to, cease and cause to be terminated all existing discussions, negotiations communications, contract or understandingsand other communications with any Persons conducted heretofore with respect to any of the foregoing. If any Person, whether written in his or oral or binding or non-binding, or provide any information or afford access to the properties, books or records her capacity as a representative of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets Company or the Target CompaniesSeller, whether takes any action that the Company is obligated pursuant to this Section 8.3 to cause such transaction takes Person not to take, then the form Company shall be deemed for all purposes of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of this Agreement to have breached this Section 8.3. The Company and the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, as promptly as practicable, notify Buyer if any other proposals or offers, or any expressions of interest for the Company are made, including the terms and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications conditions of such inquiry or negotiations relating proposal (unless such disclosure is prohibited by a confidentiality agreement executed prior to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participantdate hereof). Seller The Company shall promptly notify Buyer in the event that not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and is a reasonable summary of all communications)party.

Exclusivity. 14.1 From the Effective Date date hereof until the Closing date that occurs 160 (one hundred sixty) days following the Offer Termination Date: (A) the Parent shall not, Seller and shall not cause or permit any of its Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) solicit, initiate, or encourage the submission of offers, proposals, inquiries, or other indications of interest relating to the sale, assignment, transfer, change of control, divestiture, merger or other similar transaction involving all or any material portion of the equity, debt or assets of the Divestment Business, including the sale or purchase of some or all of the Acquisition Shares, by any Person other than the Purchaser (any such transaction, an "Alternate Transaction"), (ii) participate, continue, enter into or suffer to permit any discussions or negotiations with, or provide any information with respect to, or knowingly take any action to facilitate or promote any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Alternate Transaction, or (iii) enter into any agreement, agreement in principle, understanding or other similar arrangement with respect to, or in connection with, any Alternate Transaction (including, for avoidance of doubt, any confidentiality or non-disclosure undertaking in connection therewith); (B) the Parent shall, and shall cause its Affiliates and each of its and their respective Representatives to, refrain from engaging in any Communications with any third Person (other than Purchaser or its Representatives) with respect to an Alternate Transaction; and (C) the Parent shall not, and shall cause its Subsidiaries Affiliates and each of its and their respective Representatives and any other Person acting on its or their behalf to notnot to, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer Purchaser or its Affiliates Representatives) to, or Representatives)furnish any such Person with, any information (including Confidential Information) in each case, concerning a sale (connection with or possible sale) in furtherance of all any Alternate Transaction. 14.2 In the event that the Seller or any part of its Affiliates, or any of its or their respective Representatives, receives any written proposal or other Communication involving the matters set forth in this paragraph 14, they shall promptly, but in any event within 48 (forty-eight) hours, advise the Purchaser in writing of the Businessreceipt, the Transferred Assets directly or the Target Companiesindirectly, whether of any such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets proposal (including all or a material portion the specific terms thereof and the identity of the assets Person or Persons involved) and promptly furnish to the Purchaser a copy of any interest thereinsuch written Communication in addition to a copy of any information provided to or by any third party relating thereto. 14.3 For the avoidance of doubt, any breach of the terms of this paragraph 14 by any Representative of the Parent shall be deemed a breach by the Parent. 14.4 This paragraph 14 does not apply if and to the extent the Offer is terminated (a) by the Seller upon a breach by the Purchaser of its obligations of this Protocol or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative the European Commission not approving the Proposed Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant as contemplated in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)SPA.

Exclusivity. From and after the Effective Date until date hereof through and including the Closing Date, Seller shall notdate that is 90 days after the date hereof, and shall cause regardless of whether the Investor or its Subsidiaries and affiliates then hold any debt or equity securities of the Company, neither the Company nor any of its and their respective Representatives and affiliates or subsidiaries, nor any other Person acting on of its or their behalf to notrespective officers, directly employees, directors, agents or indirectlyother representatives, will (a) solicit, initiate, encourageencourage or accept any other inquiries, enter into, conduct, engage in proposals or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to offers from any Person (other than Buyer the Investor) relating to any transaction whereby the Company directly or its Affiliates indirectly issues equity or Representatives)debt securities of the Company to a party in exchange for outstanding equity or debt securities, claims or property interests, or partly in such exchange and partly for cash, in each case, concerning a sale (one or possible salemore transactions carried out pursuant to Section 3(a)(9) or Section 3(a)(10) of all or the Securities Act (any part of the Businesssuch transaction, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Exchange Transaction”), (b) agree toenter into, accepteffect, approvealter, endorse amend, announce or recommend to its shareholders any Exchange Transaction with any Person (or propose or announce any intention or desire to agree to acceptother than the Investor), approve, endorse or recommend) any Alternative Transaction or (c) submit participate in any Alternative discussions, conversations, negotiations or other communications with any Person (other than the Investor) regarding any Exchange Transaction, or furnish to any Person (other than the Investor) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Investor) to seek an Exchange Transaction to involving the vote Company or any of its stockholderssubsidiaries. Seller shallThe Company, its affiliates and subsidiaries, and shall cause its Subsidiaries and each of its and their respective Representatives toofficers, employees, directors, agents or other representatives shall immediately discontinue cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any ongoing communications Persons (other than the Investor) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or negotiations offer and set forth the material terms thereof) the Investor after receipt of any inquiry, request, proposal or offer relating to any Alternative Transaction Exchange Transaction, and instruct each other participant shall promptly (and in no event later than 24 hours after receipt) provide copies to the sale process to return Investor of any written inquiries, requests, proposals or destroy any confidential information of Seller offers relating thereto. The Company agrees that it and its Subsidiaries (affiliates and terminate access to any data room for subsidiaries, and each such other participant). Seller shall promptly notify Buyer in the event that it or of its Subsidiaries or Representatives receives any request for informationand their respective officers, proposalsemployees, inquiries directors, agents or other contact from representatives subsidiaries will not enter into any agreement with any Person relating subsequent to an Alternative Transaction (including the identity date hereof which prohibits the Company from providing any information to the Investor in accordance with this provision. As used in this Agreement, “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of such Person, the material terms of any proposal and a reasonable summary of all communications)Exchange Act.

Exclusivity. From During the Effective Date until period from the Closing Datedate of this Agreement to the Closing, Seller shall notnot take, and Seller shall cause not authorize any of its Subsidiaries and its and their respective Representatives and any other Person acting on its Affiliates or their behalf to notrepresentatives to, directly or indirectly, (ai) solicit, initiate, encourageor encourage the submission of any proposal or offer from any Person relating to any (A) liquidation, enter into, conduct, engage in or continue, any discussions, negotiations or communicationsdissolution, or continue any discussionsrecapitalization, negotiations communications(B) merger or consolidation, contract (C) acquisition or understandings, whether written purchase of securities or oral or binding or non-bindingassets, or provide (D) similar transaction (including a licensing transaction) or business combination, in each case involving all or any information or afford access to the properties, books or records portion of the Target Companies Acquired Assets or relating to the Business to (each, an “Acquisition Proposal”); (ii) enter into any agreement with any Person (other than Buyer Purchaser or any of its Affiliates designees or Representatives), in each case, concerning a sale (or possible saleassigns pursuant to this Agreement) providing for the acquisition of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets Acquired Assets or Business (whether by merger, purchase of assets, license, tender offer or otherwise); (iii) participate in any discussion or negotiations regarding the Business or any interest therein) of the Acquired Assets, assist or otherwise (an “Alternative Transaction”)participate in, (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, or endorse in any other manner any effort or recommend) attempt by any Alternative Transaction Person to do or seek to do any of the foregoing; or (civ) submit furnish any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating information to any Alternative Transaction and instruct each Person, other participant in than Purchaser, regarding the sale process to return Business or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant)the Acquired Assets. Seller shall promptly (i) notify Buyer in the event that Purchaser if it or any of its Subsidiaries Affiliates or Representatives representatives receives any proposal or written inquiry or written request for information, proposals, inquiries information in connection with an Acquisition Proposal or other contact from potential Acquisition Proposal and (ii) notify Purchaser of the significant terms and conditions of any Person relating to an Alternative Transaction such Acquisition Proposal (including the identity of the party submitting any such Personproposal, the material terms of any proposal and a reasonable summary of all communicationsinquiry or request).

Exclusivity. From (i) The Seller will not (and will cause each of its Affiliates and, to the Effective Date until extent it has the Closing DateLegal Right, each Company Joint Venture Entity not to) (and the Seller shall not, and shall cause its Subsidiaries and its Affiliates will not permit any director, officer, agent or representative thereof to and their respective Representatives and the Seller, to the extent it has the Legal Right, will not permit any director, officer, agent or representative of any Company Joint Venture Entity, to) (A) enter into any agreements, understandings or negotiations with, or solicit, initiate or encourage any inquiries, proposals or offers from, any Person other Person acting on its than the Buyer relating to any acquisition or their behalf to not, purchase (directly or indirectly, including through any lease, contract, equity sale (aincluding a merger or other change of control) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records otherwise) of the Target Companies Business or relating to the Business to any Person portion thereof (other than Buyer the types of dispositions covered by Section 5(c)(i) that do not require the Buyer’s consent) or (B) participate in any discussions or negotiations regarding, furnish any data or information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller will (and will cause each of its Affiliates or Representatives)and, in to the extent it has the Legal Right, each case, concerning a sale (or possible saleCompany Joint Venture Entity to) of all or use Commercially Reasonable Efforts to cause its financial advisors and other representatives not to do any part of the Businessforegoing. (ii) The Seller will promptly notify the Buyer if any Person makes any proposal, the Transferred Assets offer, inquiry or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion contact with respect to any of the assets foregoing (whether by telephone, personal conversation, fax, email or any interest thereinotherwise) after the date of this Agreement until the Closing Date or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote earlier termination of its stockholders. Seller shallthis Agreement, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant specify in such notice the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal such proposal, offer, inquiry or contact. (iii) The Seller represents, warrants, and a reasonable summary covenants that, except as contemplated hereby, (A) there are no pending agreements or understandings with respect to the sale or exchange of the Business or any portions thereof (directly or indirectly) (other than sales of inventory or immaterial portions of any Business Assets in the ordinary course), and (B) immediately upon the execution of this Agreement, all communications)pending negotiations or discussions with any other Persons with respect thereto will be terminated.

Exclusivity. From (a) During the Effective Date until Interim Period, the Closing DateCompany shall not take, Seller nor shall notthe Company permit any of its Affiliates or Representatives to take, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, whether directly or indirectly, (ai) any action to solicit, initiate, encourage, enter into, conduct, initiate or engage in discussions or continue, any discussions, negotiations or communicationswith, or continue enter into any discussionsagreement with, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingencourage, or provide any information or afford access to the propertiesto, books or records of the Target Companies or relating to the Business to any Person (other than Buyer SPAC or any of its Affiliates or Representatives), in each case, ) concerning a sale (any merger or possible sale) of all similar business combination transaction or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including substantially all or a material portion of the assets involving the Company or any interest thereinits Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) or otherwise (each such acquisition transaction, but excluding the Transactions, an “Alternative Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (bii) agree to, accept, approve, endorse any action in connection with a public offering of any Equity Securities of the Company or recommend any of its Subsidiaries (or propose any Affiliate or announce successor of the Company or any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersSubsidiaries). Seller The Company shall, and shall cause its Subsidiaries Affiliates and its and their respective Representatives to, immediately discontinue cease any ongoing communications and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, SPAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its stockholders or any of their respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Alternative 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 instruct each other participant in the sale process to return or destroy any confidential information consummation of Seller and its Subsidiaries (and terminate access to any data room for each such other participantthe Transactions shall not be deemed a violation of this Section 8.03(b). Seller SPAC shall, and shall promptly notify Buyer in the event that it cause its Affiliates and Representatives to, immediately cease any and all existing discussions or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from 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, an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Alternate Business Combination Proposal.

Exclusivity. From the Effective Date until date of this Agreement to completion of the Closing DateTransaction or termination of this Agreement in accordance with its terms, Seller shall not, Iberian will deal exclusively with PTQ in connection with the Transaction and shall cause will not (and will not permit any of its Subsidiaries and its and their respective Affiliates or Representatives and any other Person acting on its or their behalf to notto), directly or indirectly, (a) make, solicit, initiateinitiate or encourage enquiries from, encourage, enter into, conduct, engage in or continue, any discussions, negotiations the submission of proposals or communicationsoffers from, or continue any existing solicitations, discussions, negotiations communicationsnegotiations, contract encouragement or understandingsactivity with, whether written any other person, corporation, partnership or oral other business organization whatsoever (including any of its officers, employees or binding agents) relating, directly or non-bindingindirectly, to (i) any acquisition or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) purchase of all or any a substantial part of the Businessissued shares of Iberian or any of the Iberian Subsidiaries, (ii) any acquisition or purchase of unissued shares of Iberian or any of the Transferred Assets Iberian Subsidiaries, (iii) any acquisition or the Target Companies, whether such transaction takes the form purchase of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets of Iberian or any interest thereinof the Iberian Subsidiaries, including any of the material assets relating to the Mining Rights, (iv) any merger, amalgamation or other business combination involving Iberian or any of the Iberian Subsidiaries with or into any other person, corporation, partnership or other business organization, (v) any liquidation, dissolution or recapitalization involving Iberian or any of the Iberian Subsidiaries, or (vi) any other similar transaction, or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise (an “Alternative Transaction”)co-operate in any way with, (b) agree toor assist or participate in, acceptfacilitate or encourage, approveany effort or attempt by any other person, endorse directly or recommend (indirectly, to do or propose or announce seek to do any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to of the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)foregoing.

Exclusivity. From and after the Effective Date until date hereof through the Closing Datedate which is thirty (30) days following the termination of this Agreement pursuant to Section 11 hereof, Seller shall notwithout the prior written consent of Aspec, and shall cause its Subsidiaries and its and their respective Representatives and neither SIS, the Majority Shareholders nor any of SIS's other Person acting on its officers, directors, shareholders, agents or their behalf to notAffiliates shall, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, conduct discussions with or engage in or continuenegotiations with any person, any discussionsother than Aspec, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) acquisition of all SIS or any part of the Business, the Transferred Assets or the Target Companies, its subsidiaries (whether such transaction takes the form by way of a sale of securities or other equity interests, merger, liquidationpurchase of capital stock, dissolution, reorganization, recapitalization, consolidation, sale purchase of assets (including all or a otherwise) or any material portion of the assets its or any interest therein) their capital stock or otherwise (an “Alternative Transaction”)assets, (b) agree toprovide information with respect to SIS or any of its subsidiaries to any person, acceptother than Aspec, approverelating to the possible acquisition of SIS or any of its subsidiaries (whether by way of merger, endorse purchase of capital stock, purchase of assets or recommend (otherwise) or propose any material portion of its or announce any intention their capital stock or desire to agree to acceptassets, approve, endorse or recommend) any Alternative Transaction or (c) submit enter into an agreement with any Alternative Transaction person, other than Aspec, providing for the acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of SIS or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) unless otherwise agreed to by Aspec, enter into any agreement with any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in SIS, or (f) unless otherwise agreed to by Aspec, enter into any additional agreement for the licensing or distribution of products, technology, or intellectual property of SIS, whether now existing or hereafter created. In addition to the vote foregoing, if SIS or any of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue subsidiaries receives any ongoing communications unsolicited offer or proposal to enter negotiations relating to any Alternative Transaction and instruct each other participant in of the sale process above, SIS shall immediately notify Aspec thereof, including information as to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of the offeror or the party making any such Person, offer or proposal and the material specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to occur of the Closing of the Merger or the termination of this Agreement pursuant to Section 11 hereof, none of the Majority Shareholders will transfer or offer to transfer any proposal and a reasonable summary of all communications)their SIS Common Stock except to Aspec pursuant to the Merger.

Exclusivity. From the Effective Date date hereof until the earlier of (a) the Closing DateDate and (b) such date on which this Agreement terminates in accordance with Article 12, each of the Sellers and Seller Parent shall not, and shall cause its Subsidiaries and its their respective Affiliates and their respective Representatives officers, directors, and employees not to, and none of them will permit any other Person acting on its or of their behalf to notrespective representatives to, directly or indirectly, (ai) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, knowingly encourage the submission of any discussions, negotiations proposal or communicationsoffer from any Person, or continue enter into any discussions, negotiations communications, contract or understandingsagreement, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the direct or indirect acquisition of the Shares or the Business or (ii) participate in any discussions or negotiations regarding such an acquisition of the Business or the Shares or furnish or cause to be furnished any confidential or proprietary information with respect thereto to any Person (in each case, other than Buyer and its representatives). Seller Parent, Sellers and their respective Affiliates and their respective officers, directors, employees, and representatives will promptly cease any such existing activities, discussions or negotiations with any Persons (other than Buyer and its representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than Buyer and its representatives) to which confidential or its Affiliates proprietary information heretofore has been provided, with respect to any direct or Representatives)indirect acquisition of the Shares or the Business. Notwithstanding anything to the contrary contained in this Section 5.06, the restrictions set forth in each casethis Section 5.06 on indirect acquisitions shall not in any way limit Seller Parent’s ability to enter into, concerning or cause to be entered into, a sale (or possible sale) transaction subject to the rights and obligations of all Buyer under this Agreement and the Ancillary Agreements. Any breach of this Section 5.06 by any representative of Sellers, Seller Parent or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction Affiliates shall be deemed a breach of this Section 5.06 by Seller Parent and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Sellers.

Exclusivity. From During the Effective Date period from the date of this Agreement until the Closing Date, Seller shall notDate or the earlier termination of this Agreement pursuant to, and shall cause in accordance with, Section 9.1, except for with respect to the Buyer or its Subsidiaries Affiliates and Representatives, neither the Seller or its and their respective Representatives and any other Person acting on its Affiliates or their behalf to notRepresentatives shall, directly or indirectly, ; (a) solicit, initiate, encourage, assist in, or take any action to facilitate or encourage the submission of any indication of interest, inquiry, proposal, offer or request for information from any Person that may constitute, or could reasonably be expected to lead to, any Business Combination, (b) pursue or enter into, conduct, engage into or participate in or continue, any discussions, negotiations or communicationsother communications with any Person regarding any Business Combination, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide (c) furnish any information or afford access to the properties, books or records of the Target Companies or relating to the Business data to any Person for the purpose of assisting with or facilitating any Business Combination, (d) otherwise assist or facilitate the making of, or cooperate in any way regarding, any proposal or offer by any Person, (e) approve or accept any indication of interest, inquiry, proposal or offer from any Person, or (f) enter into any Business Combination or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other than Buyer or similar document, relating to any Business Combination. To the extent the Seller, its Affiliates or any of their Representatives), directly or indirectly, receives any oral or written indication of interest, inquiry, proposal, offer or request for information relating to or in each caseconnection with, concerning a sale any Business Combination (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative TransactionProposal”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify the Buyer in writing of the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity existence of such Personcontact or communication, communicate to the material Buyer in reasonable detail the terms of any proposal such Alternative Proposal, and thereafter keep the Buyer reasonably informed on a reasonable summary current basis of all communications)any modification with respect thereto and shall not take any steps to pursue or encourage any such Alternative Proposal; provided, that if any terms of the Alternative Proposal are subject to confidentiality obligations, prior to receipt of the Alternative Proposal, the Seller shall advise the Buyer as to which terms of the Alternative Proposal are confidential and the Buyer shall treat such terms as confidential.

Exclusivity. From Parent shall, and shall cause its Affiliates, and shall instruct its Representatives, to, cease and terminate immediately, from and after the Effective Date date of this Agreement until the earlier of the Closing DateDate or the date on which this Agreement is validly terminated pursuant to Article X, Seller all solicitations, initiations, encouragements, activities, discussions and/or negotiations with any Person (other than Purchasers and their respective Affiliates and Representatives with respect to the transactions contemplated by this Agreement) conducted prior to the date hereof with respect to any proposed or potential Alternative Transaction (as defined below). From and after the date of this Agreement until the earlier of the Closing Date or the date on which this Agreement is validly terminated pursuant to Article X, Parent shall not, and shall cause its Subsidiaries Affiliates, and shall instruct its and their respective Representatives and any other Person acting on its or their behalf to notRepresentatives, not to, directly or indirectly, (a) assist, solicit, initiate, encourageor knowingly encourage the submission of any offer, enter intoinquiry, conduct, engage in proposal or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records indication of the Target Companies or relating to the Business to interest by any Person (other than Buyer Purchasers and their respective Affiliates and Representatives) relating to the direct or its Affiliates or Representatives), in each case, concerning a indirect sale (or possible sale) of all any Equity Interests of any of the Transferred Entities or any part material assets (other than in the ordinary course of business consistent with past practice and in accordance with Section 6.4 of this Agreement) of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, any merger, liquidation, dissolution, reorganization, recapitalization, consolidationtender or exchange offer, sale of assets (including all or a material portion other business combination transaction involving any of the assets or any interest therein) Transferred Entities or otherwise involving the material assets of any of Business (for the avoidance of doubt, other than the Pre-Closing Restructuring or the transactions contemplated by this Agreement and the Ancillary Agreements) (an “Alternative Transaction”), (b) agree participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, acceptor take any other action to facilitate or cooperate in any way with any offers, approveinquiries or indications of interest or the making of any proposal that constitutes, endorse or recommend (or propose or announce any intention or desire may reasonably be expected to agree to acceptlead to, approve, endorse or recommend) any Alternative Transaction Transaction, or (c) submit authorize, engage in, or enter into any agreement or understanding (whether or not binding) with respect to, any Alternative Transaction. From and after the date of this Agreement until the earlier of the Closing Date or the date on which this Agreement is validly terminated pursuant to Article X, Parent will promptly notify Purchasers if any written indication of such interest, inquiry, proposal or offer relating to a possible Alternative Transaction to is received by the vote Parent Group, the Transferred Entities or any of its stockholders. Seller shall, and shall cause its Subsidiaries and its their respective Affiliates or Representatives from any Person (other than Purchasers and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction Affiliates and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communicationsRepresentatives).

Exclusivity. From the Effective Date until the Closing DateUntil such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the Company agrees that it shall not, and shall cause its the Subsidiaries and its the Affiliates, directors, officers, employees, direct and their respective Representatives indirect equity holders and any other Person acting on its or their behalf representatives of Parent, Seller, the Company and the Subsidiaries not to not, directly or indirectly, (a) indirectly solicit, initiateinitiate or knowingly encourage any inquiries or proposals from, encouragediscuss or negotiate with, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information to, or afford access to consider the propertiesmerits of any inquiries or proposals from, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning Buyer) relating to any Acquisition Proposal other than a sale (or possible sale) of all or any part of the BusinessPermitted Acquisition Proposal. Parent, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Company and Seller shall, and shall cause its Subsidiaries their Affiliates, direct and its indirect equity holders, and their respective Representatives representatives to, immediately discontinue cease any ongoing communications such discussions or negotiations relating related to any Alternative Transaction Acquisition Proposal currently in progress with any Person other than Buyer and instruct each other participant shall cease providing any such Person information regarding Parent, Seller, the Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the sale process to return Company or destroy any confidential information of Seller and its the Subsidiaries (and terminate access to including through a notification by its representatives) of any data room for each such other participant). Seller shall promptly notify Buyer in the event that it Acquisition Proposal or its Subsidiaries or Representatives receives any request for information, proposals, inquiries information or other contact from any Person relating inquiry which it reasonably believes could lead to an Alternative Transaction (including Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such PersonAcquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer’s prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by any Affiliate of Parent, Seller, or the Company party thereto, whether or not such Person is purporting to act on behalf of Parent, Seller, the material terms Company or otherwise, shall be deemed a breach of any proposal and a reasonable summary of all communications)this Section 6.5.

Exclusivity. From and after the Effective Date date of this Agreement until the earlier of the Closing Dateor the termination of this Agreement, Seller shall notnone of the Existing Member, and shall cause its Subsidiaries and its and the Company, or any of their respective Representatives and any other Person acting on its or their behalf to notAffiliates shall, directly or indirectly, and shall cause each of their respective Representatives not to, directly or indirectly: (a) solicitmake any Competing Proposal or join with, initiate, encourage, enter into, conduct, engage in or continueinvite, any discussions, negotiations Person or communications, or continue group of Persons to be involved in the making of any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or Competing Proposal; (b) provide any information regarding the Company, Opco or any of their Affiliates or afford access to the propertiesassets, books business, properties or records of the Target Companies or relating to the Business Books and Records to any Person (other than Buyer or its Affiliates or Representatives)groups of Persons, in each case, concerning for the purpose of assisting with, facilitating or encouraging a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or Competing Proposal; (c) submit solicit, knowingly encourage, knowingly facilitate, knowingly induce, or enter into any Alternative negotiation or discussion with any Person or group of Persons regarding a Competing Proposal; (d) enter into any letter of intent, agreement in principle, acquisition agreement, or any other Contract or arrangement, whether written or oral, relating to any Competing Proposal; (e) provide, arrange, offer to provide, or otherwise knowingly assist in the provision of equity or debt financing in respect of any Competing Transaction or Competing Proposal; or (f) consummate any Competing Transaction; provided, however, that the New Member hereby acknowledges that prior to the vote date of its stockholdersthis Agreement, Opco has provided information relating to Opco and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Competing Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a Competing Transaction without any breach by Opco of this Section 6.09. Seller Each of the Existing Member, the Company, and their respective Affiliates shall, and shall cause its Subsidiaries and its and each of their respective Representatives toRepresentatives, to immediately discontinue cease and suspend any ongoing communications existing discussions or negotiations relating with any Person conducted heretofore with respect to any Alternative Transaction Competing Proposal. Notwithstanding the foregoing, the Existing Member and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access Company may respond to any data room for each such other participant). Seller shall promptly notify Buyer in unsolicited proposal regarding a Competing Transaction by indicating that the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating Existing Member and the Company are subject to an Alternative exclusivity agreement and is unable to provide any information related to Opco or the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning a Competing Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)for as long as that exclusivity agreement remains in effect.

Exclusivity. From Each of the Effective Date Company and Sellers agrees that until such time as this Agreement has terminated in accordance with ARTICLE IX, none of Sellers or the Closing DateCompany shall, Seller or shall notpermit its Subsidiaries, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its shareholders, officers, directors, advisors, agents or their behalf to notAffiliates to: (a) encourage, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer (aan “Acquisition Proposal”) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person by a third party (other than Buyer or its Affiliates or Representatives), in each case, concerning a representatives and agents and any other person Buyer designates) regarding (i) the sale (or possible sale) of all or any part material assets of the Business, Company or any of its Subsidiaries (other than the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities inventory in the ordinary course of business consistent with past practice) or other equity interests(ii) any sale of capital stock of the Company or any of its Subsidiaries, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all public offering, recapitalization or a material portion of other similar transaction involving the assets Company or any interest thereinof its Subsidiaries (the actions referred to in clauses (i) or otherwise and (an ii), each a “Alternative TransactionThird Party Acquisition”), or (b) agree to, accept, approve, endorse provide any non-public financial or recommend (other confidential or propose proprietary information regarding the Company or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (including this Agreement and terminate access any other materials containing Buyer’s or its Affiliates’ proposal and any other financial information, projections or proposals regarding the Company or any of its Subsidiaries) to any data room for each such person or entity (other participantthan to Buyer or its representatives and agents and any other person Buyer designates), or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to result in, a Third Party Acquisition. Seller shall promptly Each of the Company and Sellers agrees to immediately notify Buyer in the event that if it or any of its Subsidiaries representatives receives after the date hereof any indications of interest, requests for information or Representatives receives offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the terms of any such indication, request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction proposal (including the identity of such Personthird party), the material terms of any proposal and a reasonable summary will provide Buyer with copies of all communications)written communications relating to any such indication, request or proposal.

Exclusivity. (a) From the Effective Date date hereof until the Closing Date(the “Exclusivity Period”), no Seller or Principal shall not(i) authorize, and shall cause direct or permit any of its Subsidiaries and its and or their respective Representatives and or Affiliates to take any other Person acting on its or their behalf action to not, directly or indirectly, (a) indirectly solicit, initiate, seek, encourage, enter intofacilitate, conductapprove, endorse, recommend or respond to any inquiry, proposal, or offer (whether formal or informal, written, oral or otherwise) from, or participate in any discussions or negotiations with, any third party regarding any (A) direct or indirect acquisition or sale of any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or listing on any securities exchange of any portion of the membership interests or voting power of any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or otherwise, other than the issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such transaction described in clauses (A), (B), (C) or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Purchaser or its Representatives); or (iii) engage in discussions or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to with any Person (other than Buyer the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or its Affiliates or Representatives), negotiations in each case, concerning a sale (or possible sale) of all or any part progress as of the Businessdate of this Agreement shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an agreement concerning any Third Party Acquisition during the Transferred Assets Exclusivity Period. During the Exclusivity Period, no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the Target Companiespurpose of effecting an acquisition, whether such transaction takes the form of a sale of securities joint venture with or strategic investment in any other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all Person or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), business. 4306983-11 (b) agree toEach Seller shall immediately notify any Person with whom or with which discussions or negotiations of the nature described in Section 7.3(a) are pending as of the date hereof that such Seller is terminating such discussions or negotiations. If any Seller receives any inquiry, acceptproposal or offer of the nature described in Section 7.3(a), approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. such Seller shall, and shall cause its Subsidiaries and its and their respective Representatives towithin one (1) day after such receipt, immediately discontinue any ongoing communications notify the Purchaser of such inquiry, proposal or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationoffer, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material other party and the terms of such inquiry, proposal or offer. (c) Each Seller agrees that the rights and remedies for noncompliance with this Section 7.3 shall include having such provision specifically enforced by any proposal court having equity jurisdiction, it being acknowledged and a reasonable summary of all communications)agreed that any such breach or threatened breach shall cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Purchaser.

Exclusivity. From Each Equityholder and the Effective Date until the Closing Date, Seller shall not, Company and shall cause its Subsidiaries (and its and each of their respective Representatives and any other Person acting on its owners, directors, officers, employees, advisors, Representatives, agents or their behalf to Affiliates) (the “Company Group”) shall not, directly or indirectly, (ai) solicitengage in, initiate, encourage, enter into, conduct, engage in solicit or continue, initiate any discussions, discussions or negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingwith, or provide any information to (except to confirm that this Agreement exists or afford access as may be required by law or court order), or negotiate or enter into any agreement or agreement in principle, whether written or oral, with, any other Person with respect to the properties, books or records a sale of the Target Companies Company or relating to any of its Subsidiaries, the Business assets of the Company or any of its Subsidiaries, the Equity Securities of the Company or any of its Subsidiaries or any similar business combination transaction, except as permitted by Section 5.1, (the foregoing actions, each a “Third Party Acquisition”) and (ii) provide any non-public financial or other confidential or proprietary information regarding the Company or any Subsidiaries (including this Agreement and any other materials containing Buyer’s or its Affiliates’ proposal and any other financial information, projections or proposals regarding the Company) to any Person (other than Buyer or its Affiliates or Representativesrepresentatives and agents and any other Person Buyer designates), in each caseor take any other action to facilitate any inquiries or the making of any proposal that constitute, concerning or would reasonably be expected to result in, a sale Third Party Acquisition. Each Equityholder and the Company agrees to (or possible salei) of all immediately notify Buyer if it or any part member of the BusinessCompany Group receives after the date hereof any indications of interest, the Transferred Assets requests for information or the Target Companies, whether such transaction takes the form offers in respect of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or proposal for a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”)Third Party Acquisition, (bii) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire communicate to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in reasonable detail the event that it terms of any such indication, request or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction proposal (including the identity of such Person, the material terms of any proposal third party) and a reasonable summary (iii) provide Buyer with copies of all communications)written communications related to any such indication, request or proposal.

Exclusivity. From In consideration of the Effective Date until time, effort, expense, and other resources the Purchasers have expended and anticipate expending to consummate the transactions contemplated hereby, the Purchasers and the Company agree as follows: (i) Until the earlier of the Closing DateDate or the termination of this Agreement in accordance with its terms, Seller shall not, and shall cause neither the Company nor any of its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notshall, directly or indirectly, through any of their respective officers, directors, employees, representatives, agents or otherwise (aincluding, without limitation, through any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) (collectively, the "Company Parties"), without the prior written consent of the Majority Purchasers, (A) solicit, initiateinitiate or encourage the submission of any other proposal or offer from, encourage, or otherwise enter into, conduct, engage in into any other agreements or continuearrangements (other than this Agreement) with, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any other Person (other than Buyer or its Affiliates or Representativesthe Purchasers), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant Proposal or (B) participate in the sale process to return any discussions or destroy any confidential information of Seller and its Subsidiaries (and terminate access negotiations regarding, or furnish to any data room for each such other participant). Seller shall Person any information with respect to, or 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 to do any of the foregoing. (ii) As long as the agreements in this Section 3M are in effect, the Company will notify the Purchasers as promptly notify Buyer in the event as practicable after any Company Party learns that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an has made any Alternative Transaction Proposal (including the identity of such Person, Person and the material terms of such proposal). The Board shall promptly advise the Purchasers orally and in writing of the status of any proposal such Alternative Transaction Proposal as developments arise or as requested by the Purchasers. The Company represents and a reasonable summary warrants to the Purchasers that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction Proposal and the Company will keep the Purchasers fully informed of all communications)the status and details (including amendments and proposed amendments) of any such request, Alternative Transaction Proposal or inquiry. The Company further represents and warrants that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction.

Exclusivity. From (a) The Sellers agree that between the Effective Date until date of this Agreement and the earlier of the Closing Dateand the termination of this Agreement, Seller the Sellers shall not, not and shall cause its Subsidiaries and its and take all action necessary to ensure that none of their respective Affiliates or any of their respective Representatives and any other Person acting on its or their behalf to notshall, directly or indirectly, : (a) solicit, initiate, encourageencourage or agree to any other proposals or offers from any Person (other than the Purchaser, enter intoits Affiliates and its and their respective Representatives) relating to any direct or indirect acquisition or purchase of all or any material portion of the Business, conductwhether effected by sale of assets, engage sale of stock, merger or otherwise, other than Inventory to be sold in the ordinary course of business consistent with past practice; or continue, (b) participate in any discussions, negotiations or communicationsdiscussions regarding, or continue furnish to any discussionsother 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 Sellers immediately shall, and shall take all actions reasonably necessary to cause each of their respective Affiliates and each of their respective Representatives to, cease and cause to be terminated all existing discussions or negotiations communicationswith any Person (other than the Purchaser, contract its Affiliates and its and their respective Representatives) conducted heretofore with respect to any direct or understandingsindirect acquisition or purchase of all or substantially all of the Business, whether written effected by sale of assets, sale of stock, merger or oral or binding or non-binding, or provide any information or afford otherwise. The Sellers shall immediately terminate access to the properties, books or records of the Target Companies or relating to the Business any “data room” provided to any Person (other than Buyer or the Purchaser, its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant Representatives) in connection with the sale process of the Business. Notwithstanding this Section 5.17 or any other provision of this Agreement, nothing in this Agreement shall prevent or prohibit any of the Sellers, their Affiliates or their respective Representatives from continuing to return prepare for an initial public offering of the Business to occur, if at all, following the termination of this Agreement. (b) The Sellers shall notify the Purchaser promptly, but in any event within two Business Days, orally and in writing if any such proposal or destroy offer, or any confidential information inquiry or other contact with any Person with respect thereto, is made. If, and only if, the Sellers have received two or more such proposals or offers, the notice to the Purchaser shall indicate in reasonable detail the identity of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationall Persons making proposals, proposalsoffers, inquiries or other contact from any Person relating to an Alternative Transaction (including contacts and the identity terms and conditions of such Personproposals, the material terms of any proposal and a reasonable summary of all communications)offers, inquiries or other contacts.

Exclusivity. (a) From the Effective Execution Date until the earlier of the Closing Dateor the termination of this Agreement in accordance with Section 12.1, Seller the Blockers and their respective controlled Affiliates and the Company shall not, and shall cause its Subsidiaries their Subsidiaries, and its shall use their reasonable best efforts to cause their other Affiliates and their respective Representatives and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, (a) solicit, initiateinitiate or knowingly take any action to facilitate or encourage any inquiries or the making, encouragesubmission 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 would reasonably be expected to lead to, a Competing Transaction; (b) enter into, conductparticipate in, continue or otherwise engage in or continuein, any discussions, discussions or negotiations or communications, or continue with any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide Competing Buyer regarding a Competing Transaction; (c) furnish (including through any virtual data room) any information relating to the Blockers or any Group Company or any of their assets or businesses, or afford access to the assets, business, properties, books or records of the Target Companies Blockers or relating any Group Company to the Business to any Person (other than Buyer or its Affiliates or Representatives)a Competing Buyer, in each caseall cases for the purpose of assisting with or facilitating, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or that would otherwise (an “Alternative Transaction”), (b) agree reasonably be expected to lead to, accept, a Competing Transaction; (d) approve, endorse or recommend any Competing Transaction; or (e) enter into a Competing Transaction or propose 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. (b) From the Execution Date, until the earlier of the Closing or the termination of this Agreement in accordance with Section 12.1, the Buyer, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not to, directly or indirectly, (a) solicit, initiate or knowingly take any intention action to facilitate or desire encourage any inquiries or the making, submission or announcement of, any proposal or offer from the Buyer, the Sponsor, any Person or group of Persons other than the Company and the Company Equityholders that may constitute, or would reasonably be expected to agree lead to, a Buyer Competing Transaction; (b) enter into, participate in, continue or otherwise engage in, any discussions or negotiations regarding a Buyer Competing Transaction; (c) commence due diligence with respect to acceptany Person, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Buyer Competing Transaction; (d) approve, endorse or recommendrecommend any Buyer Competing Transaction; or (e) any Alternative enter into a Buyer Competing Transaction or any agreement, arrangement or understanding (cincluding any letter of intent or term sheet) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative a Buyer Competing Transaction and instruct each other participant in the sale process or publicly announce an intention to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)do so.

Exclusivity. From During the Effective Date period from the date of this Agreement until the Closing Funding Termination Date, Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, directly or indirectly, authorize or permit any of its officers, directors, managers, employees, agents, advisors or representatives to, (a) solicit, initiate, encouragesolicit or encourage any proposal, enter into, conduct, offer or discussion with any party (other than the Buyer) concerning any acquisition of any portion of the Business or any of the equity of Seller; (b) engage in discussions or continue, negotiations with any discussions, negotiations or communications, or continue party (other than the Buyer) concerning any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide such acquisition transaction; (c) enter into any agreement relating to any such acquisition transaction; (d) furnish to any Person nonpublic information or afford access to the properties, books or records of the Target Companies or relating to the Business Business; or (e) take any other action to cooperate in any Person way, or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any such acquisition transaction; provided, however, that notwithstanding anything to the contrary in this Section 5.3, this Section 5.3 shall in no way prohibit Seller from discussing with, negotiating with or furnishing information to (or taking any other action otherwise prohibited under this Section 5.3 with respect to) any of Seller’s existing shareholders or noteholders (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale Qiagen GmbH) with respect to (or possible salei) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities Seller’s assets to any such shareholder or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction noteholder or (cii) submit a debt or equity investment in Seller by any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications such shareholder or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant)noteholder. Seller shall promptly notify the Buyer if it receives a proposal for the acquisition of the Business or Seller (other than any transaction described in the event proviso to the first sentence of this Section 5.3) on or after the date hereof and prior to the Closing; provided, that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating Seller shall be under no obligation to an Alternative Transaction (including disclose to the Buyer the identity of the Person making any such Personacquisition proposal nor the terms thereof; and provided, further, that nothing in this Section 5.3 shall obligate Seller to disclose to the material terms of Buyer any proposal to acquire Seller or other subsidiaries or businesses other than the Business and a reasonable summary of all communications)Seller.

Exclusivity. From During the Effective Date until period from the date of this Agreement to the earlier of (a) the Closing Dateand (b) the date this Agreement is validly terminated pursuant to Section 10.1, Seller the Company shall not, and shall cause not authorize or permit, any of its Representatives, Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notAffiliates to, directly or indirectly, to (a) solicit, initiate, encourageencourage or solicit any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, enter into, conduct, engage (b) participate in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingdiscussions with, or provide any information or afford access to the propertiesdata to, books or records of the Target Companies or relating to the Business to any Person (other than Buyer Parent, MergerCo or its any of their respective Affiliates or Representatives)) relating to any Acquisition Proposal, in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit approve, authorize, or enter into any Alternative Transaction to contract or agreement contemplating or otherwise relating to, any Acquisition Proposal. Promptly following execution of this Agreement, the vote of its stockholders. Seller Company shall, and shall cause instruct each of its Subsidiaries Affiliates and Subsidiaries, and its and their respective Representatives to, (x) immediately discontinue cease any ongoing communications existing activities, discussions or negotiations relating with any Person with respect to any Alternative Transaction Acquisition Proposal, and instruct each other participant in (y) request the sale process to return or destroy destruction of any confidential information of Seller due diligence materials provided to any Persons (other than Parent, MergerCo and its Subsidiaries their Representatives) in connection with any Acquisition Proposal. If the Company receives an inquiry, proposal or offer for an Acquisition Proposal, then the Company promptly (and terminate access to any data room for each such other participant). Seller no later than twelve (12) hours of receipt) shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including Parent of the identity receipt of such Personan inquiry, proposal or written offer, shall then provide to the material terms of any proposal and a reasonable summary Parent copies of all communications)written or electronically delivered materials related thereto and shall refrain from contacting or negotiating with the offeror or otherwise pursuing said offer in any manner.

Exclusivity. From the Effective Date The Parent agrees that, until the earlier to occur of the Closing DateDate and such time as this Agreement has terminated in accordance with Article VII, Seller neither any Group Company nor the Parent shall, or shall notpermit, and shall cause as applicable, its Subsidiaries and its and their respective Representatives and any other Person acting on its equityholders, employees, officers, directors, advisors, agents or their behalf to notAffiliates to: (i) encourage, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer (aa “Proposal”) solicitby a Third Party (other than the Purchaser or any other person the Purchaser designates) regarding (A) the sale of all or any material assets of any Group Company (other than the sale of inventory in the Ordinary Course) or (B) any sale of equity or debt securities, initiatemerger, encourageconsolidation, enter intopublic offering, conductrecapitalization, engage refinancing or other similar transaction involving any Group Company (the actions referred to in or continueclauses (A) and (B) above, any discussions, negotiations or communicationseach a “Competing Transaction”), or continue (ii) provide any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingpublic financial or other confidential or proprietary information regarding any Group Company (including any materials containing the Purchaser’s or its Affiliates’ proposal and any other financial information, projections or provide proposals regarding any information or afford access to the properties, books or records of the Target Companies or relating to the Business Group Company) to any Person (other than Buyer to the Purchaser or its Affiliates or Representativesrepresentatives and agents and any other Person the Purchaser designates), in each caseor take any other action to facilitate any inquiries or the making of any proposal that constitutes, concerning or could reasonably be expected to result in, a sale (or possible sale) of all or any part Competing Transaction. Each of the Business, Group Companies and the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its Parent and their respective Representatives toofficers, directors, members, employees, agents or advisors shall immediately discontinue cease and cause to be terminated any previously undertaken or ongoing communications activities, discussions or negotiations relating with any other Person with respect to a Competing Transaction. Furthermore, the Parent shall immediately notify the Purchaser if they or any Alternative Transaction of their or any Group Company’s officers, directors, members, employees, agents or advisors receives after the date hereof any indications of interest, requests for information or offers in respect of a Proposal, and instruct each other participant such party shall communicate to the Purchaser in reasonable detail the sale process to return terms of any such indication, request or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction proposal (including the identity of such PersonThird Party), and provide the material terms of any proposal and a reasonable summary Purchaser with copies of all communications)written communications relating to any such indication, request or proposal.

Exclusivity. From the Effective Date date of this Agreement until the earlier of the Closing DateDate or the termination of this Agreement in accordance with its terms, Seller the Sellers, the Company and the Blocker shall not, and shall cause its Subsidiaries not permit any of their Affiliates or any of their or their Affiliates’ directors, managers, officers or employees to, and its and shall direct their respective Representatives and any other Person acting on its or their behalf to notnot to, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in solicit or continue, knowingly facilitate or encourage any discussions, negotiations inquiries or communicationsthe making of any proposal or offer from any Person or group of Persons that may constitute, or continue any discussionswould reasonably be expected to lead to, negotiations communications, contract the direct or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) indirect acquisition of all or any significant part of the Business, the Transferred Assets equity or the Target Companiesassets of the Company or any Company Subsidiary, whether such transaction takes the form by merger, purchase of a sale of securities or other equity interests, mergerissuance of equity interests, liquidationpurchase of assets, dissolutiontender offer, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) loan or otherwise (each, an “Alternative Transaction”), (b) agree toengage in, acceptenter into, approvecontinue or otherwise participate in any discussions or negotiations (other than solely to cause such discussions or negotiations to be terminated) with any Person or group of Persons (other than Buyer and its Affiliates and Representatives) with respect to an Alternative Transaction, endorse or recommend provide any non-public information or data concerning, the Blocker or the Company Group to any Person or group of Persons (other than Buyer and its Affiliates and Representatives) that Sellers, the Company or propose Blocker believe or announce any intention or desire should reasonably know would be used for purposes of formulating an inquiry relating to agree to acceptan Alternative Transaction, approve, endorse or recommend) any Alternative Transaction or (c) submit approve, endorse, recommend or enter into any Alternative Transaction to the vote acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of its stockholders. Seller shallintent, and shall cause its Subsidiaries and its and their respective Representatives tomemorandum of understanding or agreement in principle, immediately discontinue or any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person agreement relating to an Alternative Transaction (including other than with Buyer and its Affiliates and Representatives). Immediately upon execution of this Agreement, (i) the identity of Sellers, Blocker and the Company shall, and shall direct their Representatives to, terminate any and all existing discussions or negotiations with any Person other than Buyer and its Affiliates and Representatives regarding an Acquisition Transaction and (ii) the Company shall promptly request that each Person to which the Company has provided confidential information relating to the Company and the Company Subsidiaries and has afforded access to, and engaged in discussions with, in connection with a proposed Alternative Transaction (other than Buyer and its Affiliates and Representatives), promptly return or destroy any such Personinformation (except for any such access that does not relate to, and was not provided in connection with discussions concerning, a potential Alternative Transaction) in accordance with the material terms of any proposal and a reasonable summary the confidentiality agreement such Person entered into with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. on behalf of all communications)the Company.

Exclusivity. From the Effective Date until the Closing Date, Seller Sellers shall not, and Sellers shall cause its Subsidiaries and its and ensure that none of their respective Representatives and any other Person acting on its affiliates, officers, directors, employees, representatives or their behalf to notagents shall, after the date hereof, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, solicit or engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingwith, or provide any information to, or afford access otherwise cooperate with, any person or entity that seeks to acquire or expresses an interest in acquiring all or any substantial part of the Business, or for the purpose of otherwise effecting any transaction or business combination inconsistent with the transactions contemplated hereby, and Sellers shall not, and Sellers shall ensure that none of its affiliates, officers, directors, employees, representatives or agents shall, enter into any agreement with or grant any proxy, option or other similar right to any third person or entity in connection with any transaction or business combination inconsistent with the with the transactions contemplated hereby; provided, however, that (i) the filing of reports and other information with the SEC and the distribution of reports and other information to stockholders shall be deemed not to violate this Section 6.7 and (ii) nothing contained in this Section 6.7 or elsewhere herein shall prohibit the Boards of Directors of Sellers from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to acquire the Business, whether by merger, consolidation, or stock acquisition, or acquisition of substantially all of the assets of Sellers, on terms which, in the exercise of their fiduciary duty after the consideration of advice from Sellers' legal and financial advisors, a majority of Sellers' directors determines is likely to be more beneficial to each of the stockholders than the transactions contemplated hereby, and provided, further, that Sellers' legal and financial advisors may engage in discussions regarding such written offer to clarify the terms of such offer for the purpose of rendering the advice referred to above to the properties, books or records Boards of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives)Directors of Sellers, in each case, concerning a sale (or possible sale) of all or any part of the Businessprovided that, the Transferred Assets or the Target CompaniesSellers and its advisors, whether prior to furnishing such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree information to, acceptor entering into discussions or negotiations with, approvesuch a person or entity, endorse or recommend (or propose or announce any intention or desire shall provide written notice to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction GEM to the vote of its stockholders. Seller shalleffect that Sellers are furnishing information to, or entering into discussions with, such a person or entity, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in keep GEM informed of the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction status (including the identity of such Person, person or entity and the material terms of any proposal and a reasonable summary proposal) of all communicationssuch discussions or negotiations. Nothing in this Section 6.7 shall (A) permit Sellers to terminate this Agreement, (B) permit Sellers to enter into any agreement with respect to an Alternate Transaction (as defined in Section 11.6(b)) prior to the termination of this Agreement in accordance with its terms or (C) affect any other obligation of any party under the Agreement.

Exclusivity. From the Effective Date until date of this Agreement through the earlier of the Closing Dateor the termination of this Agreement in accordance with its terms, each Seller agrees that neither the Company nor any Seller shall, nor shall not, and shall cause its Subsidiaries and its and the Company or any Seller permit their respective Representatives and any controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other Person acting on its or their behalf to not, directly or indirectly, representatives to: (ai) solicitencourage, initiate, encouragesolicit, enter intoentertain, conductnegotiate, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree todiscuss, accept, approve, endorse or recommend agree to, directly or indirectly, any proposal or offer (a “Proposal”) by a Third Party (other than Buyer or propose any other Person Buyer designates) regarding (a) the sale or announce license of all or any intention material assets of the Company or desire to agree to accept, approve, endorse any of its Subsidiaries (other than the sale of inventory in the Ordinary Course) or recommend(b) any Alternative sale of equity or debt securities, merger, business combination, joint venture, consolidation, public offering, recapitalization, refinancing or other similar transaction involving the Company nor any of its Subsidiaries (the transactions referred to in clause (a) or (b) above, each a “Competing Transaction”), (ii) provide any information regarding the Company nor any of its Subsidiaries (including this Agreement and any other materials containing Buyer’s or its Affiliates’ proposal) to any Person who has made or could reasonably be expected to make a Proposal for a Competing Transaction (other than to Buyer or its representatives and agents and any other Person designated by Buyer), or (iii) enter into any Competing Transaction or (c) submit any Alternative Transaction to the vote agreement, memorandum of its stockholdersunderstanding or letter of intent relating thereto. Seller shallThe Company, and shall cause its Subsidiaries and its each Seller and each of their respective Representatives tocontrolling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives shall immediately discontinue cease and cause to be terminated any previously undertaken or ongoing communications activities, discussions or negotiations relating with any other Person with respect to any Alternative Proposal for a Competing Transaction or Competing Transaction (other than with Buyer or its representatives and agents and any other Person Buyer designates). The Company and each Seller shall (i) promptly (and in any event, within 24 hours) notify Buyer if it, any Seller or the Company or any of its or the Company’s controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives receives after the date of this Agreement, any Proposal for a Competing Transaction or any indications of interest or requests for information in respect of a Proposal for a Competing Transaction and instruct each other participant (ii) promptly (and in any event within two (2) Business Days) request in writing that all Persons who have made a Proposal for a Competing Transaction and to whom nonpublic information concerning the sale process to return Company or destroy any confidential information of Seller and its Subsidiaries has been distributed on or prior to the date of this Agreement destroy or return such information to the Company as soon as possible (and, if applicable under contractual arrangements between the Company or any of its Subsidiaries and terminate such Persons, certify as to the destruction of such information) and immediately cause any Third Party (other than Buyer or its representatives and agents and any other Person Buyer designates) to cease to have any access to the Data Room or any similar data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)site.

Exclusivity. From Between the Effective Date until date hereof and the earlier of (x) the Closing Dateand (y) the termination of this Agreement pursuant to Article VIII, Seller the Sellers and the Transferred Entities shall not, and shall cause its Subsidiaries direct their officers, directors, employees, agents, Affiliates, equityholders, agents and its and their respective Representatives and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in initiate or continue, knowingly facilitate or encourage any discussions, negotiations proposal or communications, offer from any Person or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to group of Persons (other than the properties, books or records of the Target Companies or Buyers and their Affiliates and representatives) relating to the Business to any Person direct or indirect acquisition (other than Buyer including by license or its Affiliates or Representatives), in each case, concerning a sale (or possible salelease) of all or any part of the Business, the Transferred Assets equity interests or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material any substantial portion of the assets of the Transferred Entities (including any acquisition structured as a merger, consolidation, reorganization, recapitalization or any interest thereinshare exchange) or otherwise (an “Alternative Transaction”), (b) agree toengage in, acceptenter into, approvecontinue or participate in any discussions or negotiations with any Person or group of Persons (other than the Buyers and their Affiliates and representatives) regarding an Alternative Transaction, endorse or recommend provide any non-public information or data concerning the Transferred Entities or the Business or afford access to the non-public books and records or directors, officers, employees or advisors of the Sellers or the Transferred Entities to any Person or group of Persons (other than the Buyers and their Affiliates and representatives) in connection with, any proposal, indication of interest, inquiry, request or propose offer that constitutes, or announce any intention or desire would reasonably be expected to agree to acceptresult in, approve, endorse or recommend) any an Alternative Transaction (it being understood that informing a Person of the existence of this Agreement and the restrictions set forth in this Section 5.21 after such Person contacts any Seller or any Transferred Entity regarding an Alternative Transaction shall not be a breach of this Section 5.21) or (c) submit approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Alternative Transaction Transaction. Between the date hereof and the earlier of (i) the Closing and (ii) termination of this Agreement pursuant to Article VIII, the vote Sellers shall promptly (and in any event within one (1) Business Day) notify the Buyers in writing of its stockholders. Seller shallthe existence of any proposal, and shall cause its Subsidiaries and its and their respective Representatives todiscussion, immediately discontinue any ongoing communications negotiation or negotiations relating inquiry received by the Sellers or the Transferred Entities with respect to any Alternative Transaction Transaction, including the terms of such proposal, discussion, negotiation or inquiry and instruct each other participant the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Promptly (but in any event within two (2) Business Days) following execution of this Agreement, the sale process to return or destroy any confidential information of Seller Sellers and its Subsidiaries (and their Affiliates shall terminate access to any data room for each rooms, electronic or otherwise, previously provided to any Persons (other than the Buyers and their Affiliates and representatives) in connection with any Alternative Transaction, and shall request that any Person with whom the Transferred Entities or their Affiliates previously executed a non-disclosure, confidentiality or similar agreement in connection with any Alternative Transaction return all confidential information of the Sellers or the Transferred Entities relating to the Business previously provided to such other participant)Persons or that such Person affirmatively certify that they have destroyed all confidential information of the Sellers and the Transferred Entities in its possession. Seller Notwithstanding anything herein to the contrary, an “Alternative Transaction” shall promptly notify Buyer not include any acquisition of the equity interests of Parent or an acquisition of all or substantially all of the assets of Parent (it being understood that no such acquisition shall include the equity interests of the Transferred Entities or any assets of the Transferred Entities that are primarily used in the event that it or its Subsidiaries or Representatives receives Business) (a “Parent Transaction”), and nothing within this Section 5.21 shall in any request for informationway limit discussions, negotiations, solicitations, proposals, inquiries offers, endorsements, approvals, agreements or any other contact from any Person relating action with respect to an Alternative or involving a Parent Transaction, in each case, provided that such Parent Transaction (including does not prevent or impair the identity consummation of such Person, the material terms of any proposal and a reasonable summary of all communications)Transaction.

Exclusivity. From Seller agrees that, from the Effective Date until date hereof through and including the earlier of the Closing DateDate or the termination of this Agreement in accordance with Article IX hereof, Seller shall not, and Seller shall cause its Subsidiaries each other Transferred Company, and its and their respective Representatives Affiliates and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, (a) solicitdiscuss, initiatenegotiate, encourageundertake, authorize, recommend, propose or enter into, conducteither as the proposed, engage in surviving, merged, acquiring or continueacquired corporation, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning material transaction involving a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale business combination, purchase or disposition of assets (including all or a material portion any amount of the assets or capital stock of or other equity interest in any interest thereinof the Transferred Companies (other than the transactions contemplated by this Agreement) or otherwise (an a “Alternative Competing Transaction”), (b) agree tofacilitate, acceptencourage, approvesolicit, endorse initiate or recommend (participate in discussions, negotiations or propose submissions of proposals or announce any intention or desire to agree to acceptoffers in respect of a proposed Competing Transaction, approve, endorse or recommend) any Alternative Transaction or (c) submit furnish or cause to be furnished, to any Alternative Transaction Person (other than CEPCB and its Affiliates and representatives), any information concerning the business, operations, properties or assets of any of the Transferred Companies in connection with a proposed Competing Transaction, or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person (other than CEPCB and its Affiliates and representatives) to do or seek any of the foregoing, except in each of the foregoing cases with respect to the vote transactions contemplated herein. Notwithstanding the foregoing, nothing in this Section 6.12 or any other provision of this Agreement shall preclude AMVEST Corporation or any of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in Affiliates from pursuing the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary or all of its assets, or any or all communications)of the shares of capital stock or membership interests, as applicable, of its subsidiaries or itself, other than the assets, capital stock or membership interests of the Transferred Companies.

Exclusivity. (a) From the Effective Date date hereof until the Closing Dateearlier of (1) the termination of this Agreement in accordance with its terms and (2) the entry by the Bankruptcy Court of the Provision Order (in which event the Provision Order shall govern) (the "Exclusivity Period"), Seller subject to Section 4.8(b) below, the Sellers shall not, and shall use their best efforts to cause its Subsidiaries and each of its directors, officers, employees, representatives and their respective Representatives and any other Person acting on its or their behalf to notagents not to, directly or indirectly: encourage, (a) solicit, initiate, encourageagree to, enter into, conduct, engage in endorse or continue, take any discussions, negotiations other action to facilitate any proposal or communications, offer from any person or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person entity (other than the Buyer or its Affiliates an affiliate, associate, representative or Representatives), in each case, concerning a sale (or possible sale) of all or any part agent of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, Buyer) concerning any merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion assets, recapitalization acquisition of shares of stock of the assets Sellers or the Subsidiaries or other business combination involving Sellers or any interest thereindivision of the Sellers or any of their respective businesses relating to the Acquired Assets and the Assigned Contracts and Leases (an "Alternative Proposal") or otherwise provide any non-public information concerning the business, properties or assets of any Seller or the Subsidiaries to any person or entity (an “Alternative Transaction”other than the Buyer) (the "Exclusivity Provision"), . (b) agree toNothing contained in Section 4.8(a) above shall prohibit the directors and officers of the Sellers and other senior employees designated by such officers from providing information, acceptincluding non-public information described in Section 4.8(a), approveto any persons who may request such information in connection with making a proposal as part of the Section 363 sale process contemplated by this Agreement, endorse or recommend (or propose or announce any intention or desire having discussions with such person with respect to agree such information as it relates to accept, approve, endorse or recommend) any Alternative Transaction or the making of such proposal. (c) submit any Alternative Transaction During the Exclusivity Period and to the vote extent not prohibited by a binding agreement in existence as of its stockholders. Seller shallAugust 21, 2001, the Sellers shall immediately notify the Buyer of, and shall cause its Subsidiaries and its and their respective Representatives toprovide to the Buyer a reasonably detailed description of, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in inquiries received by the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in Sellers, the event that it or its Subsidiaries or Representatives receives any request for informationof their agents or representatives (including, proposalswithout limitation, inquiries or other contact from any Person relating to an Alternative Transaction (including the date of such inquiry, the identity of the inquirer and the status of such Person, inquiry) with respect to the material terms acquisition of any proposal of the Acquired Assets, and the Sellers shall provide the Buyer with copies of any written proposals and a reasonable summary description of all communications)any verbal proposals which are received by the Sellers or any of their agents or representatives. Following the entry by the Bankruptcy Court of the Provision Order, this Section 4.8 shall be of no further force or effect with respect to the Sellers' actions thereafter, and the solicitation and acceptance of competing offers (including Alternative Proposals) shall be governed by the Provision Order.

Exclusivity. From Following the Effective Date until date hereof, each of the Closing Date, Seller Selling Shareholders agrees that it shall not, and nor shall cause it permit any of its Subsidiaries and its and affiliates to, nor shall it authorize any equityholder, officer, director, employee, accountant, counsel, investment banker, financial advisor or other representative of such Selling Shareholder or any of their respective Representatives and any other Person acting on its or their behalf to notaffiliates to, directly or indirectly, (a) solicit, initiateinitiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to, encouragea Purchase Proposal (as defined below) from any person or entity, enter into, conduct, or engage in any discussions or continue, negotiations relating thereto or accept any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersPurchase Proposal. Seller The Selling Shareholder shall, and shall cause its Subsidiaries affiliates and representatives to, immediately cease and suspend any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by it or any of its affiliates or representatives with respect to any Purchase Proposal or which could reasonably be expected to lead to a Purchase Proposal. For purposes of this Agreement, “Purchase Proposal” means any inquiry, proposal or offer from any person or entity (other than the Founders and their respective Representatives toaffiliates or representative) concerning any sale, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for informationassignment, proposalspledge, inquiries transfer or other contact from disposition of any Person relating ownership interest, voting power, or investment power in any Sale Shares. In case the Company does not make full payments to an Alternative Transaction (including the identity of such PersonSelling Shareholders as set forth in Schedule 2 before May 20, 2012, the material terms exclusivity stated under Section 5 shall expire upon the choice of any proposal and a reasonable summary of all communications)the Selling Shareholders.

Exclusivity. From Unless and until such time as this Agreement shall be terminated pursuant to Section 10.01 the Effective Date until the Closing Date, Seller Parties shall not, and shall cause its Subsidiaries and its and not permit their respective Representatives and any other Person acting on its or their behalf to notto, directly or indirectly, indirectly (a) solicit, facilitate, initiate, encourage, enter into, conduct, engage in encourage or continue, entertain any discussionsinquiries, negotiations or communicationsproposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from or enter into any agreement with any Person (other than Purchaser) relating to any business combination transaction involving any Group Company or the sale or transfer of any Equity Interest in the Company or of all or a portion of the Business, other than sales of inventory in the Ordinary Course of Business, including tender offer, license, the merger, recapitalization or consolidation of the Company Group or the sale of the Business or the Units or (b) participate in any discussions or negotiations regarding, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business furnish to any Person (other than Buyer Purchaser) any information with respect to, or its Affiliates otherwise cooperate in any way with, or Representatives)assist or participate in, in each casefacilitate or encourage, concerning a sale (any effort or possible sale) of all attempt by any Person to do or seek any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholdersforegoing. The Seller Parties shall, and shall cause its Subsidiaries and its and their respective Affiliates (including the Company Group) to, instruct the Seller Parties’ Representatives to, immediately discontinue promptly cease any ongoing communications or existing activities, discussions and negotiations relating with, and the provision of confidential information to, any Persons (other than Purchaser and its Representatives) with respect to any Alternative Transaction of the foregoing, to promptly terminate all physical and instruct each other participant electronic data room access granted prior to the date hereof to any such Person or any of their respective representatives and, to the extent contemplated by or permissible under the terms of such confidentiality agreements, promptly issue instructions to any such Person who has entered into a confidentiality agreement or restrictions in the sale process connection with a potential transaction involving any Group Company that has not expired or been terminated in accordance with its terms to return or destroy any confidential information related to the Company Group received thereunder in accordance with the terms of such confidentiality agreement. If any Seller and its Subsidiaries (and terminate access to Party or any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or of their respective Representatives receives any request for informationinquiry, proposals, inquiries proposal or other contact from any Person offer relating to an Alternative Transaction any transaction described in the foregoing, the Seller Parties shall promptly (including and in any event within one Business Day) advise Purchaser of the identity of the Person making such Person, proposal and the material terms of any proposal and a reasonable summary of all communications)conditions thereof.

Exclusivity. From the Effective Date until date of this Agreement through the earlier of the Closing Dateand the termination of this Agreement in accordance with its terms, Seller agrees that no member of the Company Group, any of its Subsidiaries, nor Seller, nor shall notany member of the Company Group, and shall cause any of its Subsidiaries and its and Subsidiaries, nor Seller permit their respective Representatives and any controlling persons, equityholders, employees, officers, board directors, Affiliates, advisors, agents or other Person acting on its representatives to: (a) encourage, initiate, solicit, entertain, negotiate, facilitate, discuss, accept, approve, endorse or their behalf to notagree to, directly or indirectly, any proposal or offer (aa “Proposal”) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person by a Third Party (other than Buyer Acquiror or its Affiliates any other Person Acquiror designates) regarding (i) the sale or Representatives), in each case, concerning a sale (or possible sale) license of all or any part material assets of any member of the Business, Company Group or any of its Subsidiaries (other than the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities obsolete assets in the ordinary course of business consistent with past practice or other equity interestswith respect to the Restructuring (including with respect to Meridian Iowa)) or (ii) any sale of Equity Equivalents, merger, liquidationbusiness combination, dissolutionjoint venture, reorganizationconsolidation, public offering, recapitalization, consolidation, sale of assets (including all refinancing or a material portion other similar transaction involving any member of the assets Company Group or any interest thereinof its Subsidiaries, excluding, for the avoidance of doubt, transfers amongst direct equityholders of Seller or transfers by direct equityholders of Seller to any trust or other estate planning vehicle, the sole beneficiaries of which are such current equityholder’s spouse or lineal descendants (the transactions referred to in clause (i) or otherwise (an ii) above, each a “Alternative Competing Transaction”), (b) agree to, accept, approve, endorse provide any information regarding any member of the Company Group or recommend any of its Subsidiaries (including this Agreement and any other materials containing Acquiror’s or propose its Affiliates’ proposal) to any Person who has made or announce would reasonably be expected to make a Proposal regarding a Competing Transaction (other than to Acquiror or its representatives and agents and any intention or desire to agree to accept, approve, endorse or recommendother Person designated by Acquiror) any Alternative Transaction or (c) submit enter into any Alternative Competing Transaction to or any agreement, memorandum of understanding or letter of intent relating thereto. Each member of the vote Company Group, each of its stockholders. Subsidiaries, Seller shall, and shall cause its Subsidiaries and its and each of their respective Representatives tocontrolling persons, equityholders, employees, officers, board directors, Affiliates, advisors, agents or other representatives, as applicable, shall immediately discontinue cease and cause to be terminated any previously undertaken or ongoing communications activities, discussions or negotiations relating with any other Person with respect to any Alternative Competing Transaction (other than with Acquiror or its representatives and instruct each agents and any other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participantPerson Acquiror designates). Seller shall (A) promptly (and in any event within two (2) Business Days) notify Buyer Acquiror if it, any member of the Company Group or any of their controlling persons, equityholders, board directors, officers or Affiliates or, to the Knowledge of Seller, any of its advisors, agents or other representatives, as applicable, receives after the date of this Agreement, any Proposal regarding a Competing Transaction or any indications of interest or requests for information in respect of such Proposal and (B) promptly (and in any event within five (5) Business Days) request in writing that all Persons who have or could be expected to make a Proposal regarding a Competing Transaction and to whom nonpublic information concerning any member of the event that it Company Group or any of its Subsidiaries has been distributed on or prior to the date of this Agreement destroy or return such information to any member of the Company Group as soon as possible (and, if applicable under contractual arrangements between any Company Group or any of its Subsidiaries and such Persons, certify as to the destruction of such information) and immediately cause any Third Party (other than Acquiror or its Subsidiaries representatives and agents and any other Person Acquiror designates) to cease to have any access to the Data Room or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)similar data site.

Exclusivity. From In consideration of the Effective Date until time, effort and other expense expended by ▇▇▇▇▇ in connection with the Closing DateContemplated Transactions, Seller shall Sellers will not, and shall will cause its Subsidiaries the Seller Affiliates and its and each of their respective Representatives not to, after the date of this Agreement and any other Person acting on its until the earlier of the Closing Date or their behalf to notthe termination of this Agreement in accordance with Article 12, whether directly or indirectly, (a) initiate, solicit, initiate, encourage, respond to, or otherwise facilitate any inquiries or proposals or enter into, conduct, engage in or continue, any discussions, negotiations or communications, into or continue any discussions, negotiations communicationsnegotiations, contract or understandings, whether written arrangements or oral agreements (other than with Buyer or binding its Representatives) relating to: (i) any sale or non-bindinglease of all or any material portion of the Purchased Assets or any equity interest in any entity that directly or indirectly owns or leases any portion of the Facilities or any material portion of the Purchased Assets (including by merger or consolidation); (ii) any management or lease arrangement in connection with the business and operation of the Facilities or the Business; or (iii) any other material transaction involving all or any material portion of the Purchased Assets (each an “Alternative Transaction”); (b) provide any assistance, information, documents or data to, or provide otherwise cooperate or have discussions with, any information Person (other than Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to a possible Alternative Transaction; (c) afford any access to the propertiespersonnel, books offices, facilities, properties or records the Books and Records of the Target Companies or relating to the Business any Seller to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (relating to an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (cd) submit otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than Buyer or its Representatives) relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by any Seller, any Seller Affiliate, or any of their respective Representatives from a Person (other than Buyer or its Representatives), Sellers will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Sellers’ unwillingness to discuss any Alternative Transaction until this Agreement is terminated. Each Seller agrees and acknowledges that the violation of the covenants or agreements in this Section 6.14 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the vote necessity of its stockholdersproving actual damages or posting a bond or other security. Seller Promptly following the date of this Agreement, Sellers shall, and shall cause its Subsidiaries and its and their respective Representatives the Seller Affiliates to, immediately discontinue any ongoing communications or negotiations relating request that (i) all Confidential Information previously disclosed to any Alternative Transaction and instruct each other participant Person (except Buyer or its Representatives) in connection with the sale process of the Business be destroyed or returned to return or destroy any confidential information of Seller Sellers, (ii) all notes, abstracts and its Subsidiaries other documents that contain Confidential Information be destroyed, and (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in iii) the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity receiving party of such Person, Confidential Information provide Sellers a written certification of an officer of the material terms of any proposal receiving party that the foregoing clauses (i) and a reasonable summary of all communications)(ii) have been satisfied.

Exclusivity. From Parent, Merger Sub and AgEagle recognize that a great deal of time, effort and expense has been and will be undertaken by each of the Effective Date until parties in connection with the Closing Date, Seller shall notnegotiation of this Agreement and the transactions contemplated hereby, and shall cause its Subsidiaries therefore each of the parties agrees that for the period commencing on the date hereof and its ending on January 31, 2018, they will negotiate exclusively with the other party, and it will not (nor will they permit any of their respective Representatives and any other Person acting on its respective, subsidiaries’ or their behalf to notaffiliates’ stockholders, managers, members, directors, officers, employees, partners or representatives to), directly or indirectly, take any of the following actions with any third-party other than Parent, Merger Sub and AgEagle and their respective officers, directors, managers, members, partners, officers, employees, representatives and other affiliates: (a) solicitsolicit or encourage inquiries or proposals with respect to, initiatefurnish any information relating to, encourageparticipate in any negotiations or discussions concerning, enter into, conduct, engage or cooperate in or continueany manner relating to, any discussions, negotiations possible acquisition of or communications, by the parties or continue any discussions, negotiations communications, contract of their respective subsidiaries or understandingsaffiliates or investments (all the foregoing, whether written by way of merger, purchase of equity interests, a loan, purchase of assets, exclusive license or oral otherwise) (each matter referred to in this clause (a), “Other Transaction”); (b) provide information with respect to any party or binding any of their subsidiaries or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business affiliates to any Person (other than Buyer or its Affiliates or Representatives)relating to, in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”)cooperate with, (b) agree facilitate or encourage any effort or attempt by any Person with regard to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction possible Other Transaction; or (c) submit enter into any Alternative Other Transaction or understanding with any Person providing for or regarding an Other Transaction or possible Other Transaction. Each of the parties represent and warrant to each other that (i) it has ceased and caused to be terminated any and all existing contacts or negotiations with third parties, that neither it nor any of its representative are presently engaged in any negotiations or discussions concerning any Other Transaction with any Person other than the Buyer Entities and AgEagle; and (ii) each party will notify the other party within 48 hours of receipt of another offer, and will inform the other party if such offer is superior to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant transaction contemplated by this Agreement in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of economics, but will not otherwise be obligated to divulge any proposal details regarding such offer. Each party acknowledges and a reasonable summary of all communications)agrees that the foregoing provisions constitute an essential and necessary inducement to each party’s willingness to continue discussions regarding the Merger and the Transactions contemplated hereby.

Exclusivity. From (a) Until the Effective Date until earlier of the Closing DateDate or the termination of this Agreement under ARTICLE VIII, the Seller shall not, will not (and shall will cause its Subsidiaries Subsidiaries, Affiliates, directors, officers, employees, agents and its and their respective Representatives and other representatives not to) take any of the following actions with any Person other Person acting on its or their behalf to not, directly or indirectly, than the Buyer: (ai) solicit, initiate, encourageauthorize, enter intorecommend, conductpropose, knowingly entertain or knowingly encourage any proposals or offers from, or conduct discussions with or engage in negotiations with any Person relating to any possible Acquisition or continueOther Transaction; (ii) furnish or cause to be furnished to any Person, other than the Buyer, information relating to, or otherwise cooperate with, facilitate or knowingly encourage any effort or attempt by any such Person with regard to, any discussions, negotiations possible Acquisition or communications, Other Transaction or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business subject matter of the MSA; (iii) enter into any agreement with any Person providing for any Acquisition or Other Transaction; or (iv) enter into any agreement with any Third Party directly or indirectly relating to the supply to the Seller and its Subsidiaries of any products, services or technologies similar to the Products. (b) If the Seller or any of its Subsidiaries, Affiliates, directors, officers, employees, agents or other representatives receives any inquiry or proposal relating to an Acquisition or Other Transaction from any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible salethe Buyers) of all or at any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction time prior to the vote of its stockholders. Seller shallClosing Date, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in then the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify (and in no event later than two Business Days after any such inquiry or proposal is received, including any oral inquiry or proposal) (i) advise the Buyer orally and in the event that it writing of such inquiry or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction proposal (including the identity of the Person making such Personinquiry or submitting such proposal, and the material terms thereof), (ii) provide to the Buyer a copy of such inquiry or proposal, if in writing, and (iii) notify such Person in writing that the Seller is subject to an exclusivity agreement with respect to the sale of the Business and the Acquired Assets that prohibits it from considering the bid, expression of interest or information. (c) The taking of any proposal and action prohibited by this Section 4.4 by any Affiliate, director, officer, employee, agent or other representative of the Seller shall be deemed to be a reasonable summary breach of all communications)this Section 4.4 by the Seller.

Exclusivity. From Except with respect to this Agreement and the Effective Date until transactions contemplated hereby, the Closing Date, Seller shall agrees that it will not, and shall will cause its Subsidiaries directors, officers, managers, employees, Affiliates and its other agents and their respective Representatives and any other Person acting on its not to: (a) encourage, initiate, solicit, seek or their behalf to notrespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or any of its Subsidiaries, or which would reasonably be expected to impair, prevent or delay or dilute the benefits to the Buyer of the transactions contemplated by this Agreement (aany such proposal or offer being hereinafter referred to as a “Proposal”), (b) solicit, initiate, encourage, enter into, conductcontinue, engage in in, initiate or continueotherwise participate in, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingconcerning, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree data to, acceptor have any substantive discussions with, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction a Proposal, (including c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal, or (d) enter into a Contract with any Person relating to a Proposal. The Seller shall notify the Buyer in writing promptly (and in any event within two (2) Business Days after the receipt of) if (i) any inquiries, proposals or offers related to a Proposal are received by, (ii) any information or data is requested from, or (iii) any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any other agents and Representatives of the Seller and shall, in any such notice to the Buyer, identify the terms and conditions of any such Proposal and shall provide the Buyer with copies of any written materials in connection therewith, but shall not be required to disclose the identity of any Person making any such Person, the material terms of any proposal and a reasonable summary of all communications)Proposal.

Exclusivity. From the Effective Date date hereof until the earlier of the Closing Dateor the valid termination of this Agreement, the Seller shall hereby covenants and agrees that it will not, and shall will cause and instruct its Subsidiaries Affiliates (including the Acquired Companies) not to, and will use reasonable best efforts to cause and instruct its and their respective Representatives and any other Person acting on its or their behalf to notnot to, directly or indirectly, : (a) solicit, initiate, solicit or knowingly encourage, enter intoor take any other action to knowingly facilitate, conduct, engage in or continuethe making of any proposal relating to, any discussionsCompeting Transaction, negotiations (b) enter into discussions or communicationsnegotiate with any Person with respect to any Competing Transaction or (c) knowingly endorse or agree to endorse, or continue enter into any discussionsdefinitive agreement with any Person with respect to, negotiations communicationsany Competing Transaction. Promptly following the receipt of any written inquiry, contract proposal or understandingsother communication (or any bona fide oral inquiry, whether proposal or other communication) relating to a Competing Transaction (and in any event within two (2) Business Days thereafter), the Seller agrees to notify the Purchaser of such receipt and provide a description, in reasonable detail, of all material terms of such inquiry or proposals or, in the case of any written inquiry or oral or binding or non-bindingproposal, or provide a copy thereof. For purposes of this Agreement, a “Competing Transaction” means any information or afford access to the properties, books or records of the Target Companies or relating to the Business to following: (i) any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale share exchange, business combination, joint venture, partnership, or similar transaction (or series of assets transactions) involving any of the Acquired Companies; (including all ii) any sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of a material portion of the assets or of any interest therein) or otherwise of the Acquired Companies; (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommendiii) any Alternative Transaction transaction contemplating either the issuance by the Acquired Companies of any equity interests, or the acquisition (directly or indirectly) by any Person of any of the any Acquired Company’s equity interests; or (civ) submit any Alternative Transaction to similar transaction, in each case other than the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications transactions contemplated by this Agreement or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)Ancillary Agreements.

Exclusivity. From the Effective Date date of this Agreement until the Closing DateDate or the earlier termination of this Agreement pursuant to Article VIII, the Seller and the Company shall not, and shall cause its Subsidiaries and its and not authorize or permit any of their respective Affiliates or authorized Representatives and any other Person acting on its or their behalf to notto, directly or indirectly, (ai) solicit, encourage, initiate, encourage, enter into, conduct, engage in or continue, or facilitate any discussionsinquiries or competing offers regarding an Acquisition Proposal, (ii) enter into discussions or negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-bindingwith, or provide any information to, any Person concerning a possible Acquisition Proposal; or afford (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Seller and the Company shall, and shall direct each of their respective Affiliates and Representatives to, terminate any existing discussions or negotiations with any Persons, other than the Buyer (and its Affiliates and Representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than the propertiesSeller, books the Buyer and their respective Affiliates and Representatives in connection with any Acquisition Proposal. “Acquisition Proposal” means any inquiry, proposal or records of the Target Companies or relating to the Business to offer from any Person (other than the Buyer or any of its Affiliates or Representatives), in each case, Affiliates) concerning a sale (or possible salex) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interestsan acquisition, merger, consolidation, liquidation, dissolution, reorganization, recapitalization, consolidationshare exchange or other business combination transaction involving the Company, sale (y) the issuance or acquisition of assets equity interests of the Company, or (including all z) the sale, lease, exchange or a material other disposition of any significant portion of the assets Company’s properties or any interest therein) assets. From the date of this Agreement until the Closing Date or earlier termination of this Agreement pursuant to Article VIII, neither the Seller nor the Company will sell or otherwise (an “Alternative Transaction”)transfer, (b) agree toor grant any option to purchase, accept, approve, endorse or recommend (or propose or announce any intention or desire of the Interests to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)third party.

Exclusivity. (a) From the Effective Execution Date until the earlier of the Closing Dateor the termination of this Agreement in accordance with Section 10.1, Seller the Company and its Affiliates shall not, and shall cause its their Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to notrepresentatives not to, directly or indirectly, (a) solicit, initiateinitiate or take any action to knowingly facilitate or encourage any inquiries or the making, encouragesubmission 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 would reasonably be expected to lead to, a Competing Transaction; (b) enter into, conductparticipate in, continue or otherwise engage in or continuein, any discussions, discussions or negotiations or communications, or continue with any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide Competing Buyer regarding a Competing Transaction; (c) furnish (including through any virtual data room) any information relating to any Group Company or any of their assets or businesses, or afford access to the assets, business, properties, books or records of the Target Companies or relating any Group Company to the Business to any Person (other than Buyer or its Affiliates or Representatives)a Competing Buyer, in each caseall cases for the purpose of assisting with or facilitating, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or that would otherwise (an “Alternative Transaction”), (b) agree reasonably be expected to lead to, accept, a Competing Transaction; (d) approve, endorse or recommend any Competing Transaction; or (e) enter into a Competing Transaction or propose 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. (b) From the Execution Date, until the earlier of the Closing or the termination of this Agreement in accordance with Section 10.1, the Buyer, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not to, directly or indirectly, (a) solicit, initiate or take any intention action to knowingly facilitate or desire encourage any inquiries or the making, submission or announcement of, any proposal or offer from the Buyer, the Sponsor, any Person or group of Persons other than the Company and the Company Unitholders that may constitute, or would reasonably be expected to agree lead to, a Buyer Competing Transaction; (b) enter into, participate in, continue or otherwise engage in, any discussions or negotiations regarding a Buyer Competing Transaction; (c) commence due diligence with respect to acceptany Person, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Buyer Competing Transaction; (d) approve, endorse or recommendrecommend any Buyer Competing Transaction; or (e) any Alternative enter into a Buyer Competing Transaction or any agreement, arrangement or understanding (cincluding any letter of intent or term sheet) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative a Buyer Competing Transaction and instruct each other participant in the sale process or publicly announce an intention to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)do so.

Exclusivity. From Unless and until this Agreement is terminated in accordance with Article X (Termination; Effect of Termination), each Seller, Voyage Holdings and VMG Blocker agrees that Buyer shall have the Effective Date exclusive right to consummate the transactions contemplated by this Agreement or any other similar transaction with the Sellers, Voyage Holdings and VMG Blocker for the period commencing on the date hereof and continuing until the Closing Dateearlier of the consummation of the transactions contemplated by this Agreement or the termination of this Agreement in accordance with Article X (Termination; Effect of Termination) (the “Exclusivity Period”). During the Exclusivity Period, Seller each Seller, Voyage Holdings and VMG Blocker shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, directly or indirectly, through any officer, director, manager, employee, agent or otherwise (a) including through any investment banker, attorney or accountant retained by any of the foregoing), solicit, initiateinitiate or encourage the submission of any proposal or offer from any Person (including any of such Person’s officers, encouragedirectors, employees, agents or other representatives) relating to any liquidation, dissolution, recapitalization or refinancing of Voyage Holdings, VMG Blocker, Quest Nutrition, LLC or their respective Subsidiaries, or any acquisition by any means of the capital stock or other securities of Voyage Holdings, VMG Blocker or Quest Nutrition, LLC, or all or substantially all of the assets of any of Voyage Holdings, VMG Blocker or Quest Nutrition, LLC (including any acquisition structured as a merger, consolidation, share exchange or similar transaction), or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or accept, agree to, or enter into, conductany letter of intent, engage arrangement or agreement with respect to or otherwise cooperate in any way with, assist, participate in, facilitate or continueencourage any effort or attempt by any other Person to do or seek to do, any of the foregoing. Each of Voyage Holdings and the Sellers also agree that in the event any third party expresses an interest in acquiring Voyage Holdings, VMG Blocker or Quest Nutrition, LLC, after the date of this Agreement and prior to the Closing Date, whether directly or through an intermediary, it will inform Buyer of the terms of such inquiry within twenty-four (24) hours of receipt; provided, that to the extent that such disclosures would violate the terms of any binding contractual obligations with any third party, nothing herein shall require Voyage Holdings and the Sellers to disclose the terms of any such inquiry, the identity of the Person making such inquiry or any information, other than that such an inquiry was so received. Each of Voyage Holdings and the Sellers shall immediately terminate any existing activities, discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to and/or correspondence with any Person (other than Buyer and its representatives) regarding any such transaction, including terminating any access to any online or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) of all or other datasites and shall instruct any part of the Business, the Transferred Assets Person with whom Voyage Holdings or the Target Companies, whether Sellers had discussions or negotiations concerning any such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction prior to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process date hereof to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications).

Exclusivity. (a) From the Effective Date Date, until the earlier of the Closing Dateor the termination of this Agreement in accordance with Section 7.1, Seller the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives and any other Person acting on its or their behalf to not, directly or indirectly, (ai) solicit, initiateinitiate or take any action to facilitate or encourage any inquiries or the making, encouragesubmission or announcement of, any proposal or offer from any Person or group of Persons other than Trident (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, conductparticipate in, continue or otherwise engage in or continuein, any discussions, discussions or negotiations or communications, or continue with any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any Target Company or any of its assets or businesses, or afford access to the assets, business, properties, books or records of the any Target Companies or relating Company to the Business to any Person (other than Buyer or its Affiliates or Representatives)a Competing Buyer, in each caseall cases for the purpose of assisting with or facilitating, concerning a sale (or possible sale) of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or that could otherwise (an “Alternative Transaction”), (b) agree reasonably be expected to lead to, accept, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or propose 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 intention Target Company from taking the actions permitted by the exceptions set forth in Section 5.1(a)(xi) of this Agreement or desire the related sections of the Company Disclosure Letter, and any such action shall not be deemed a violation of this Section 6.14(a). (b) From the Effective Date, until the earlier of the Closing or the termination of this Agreement in accordance with Section 7.1, Trident and Merger Sub, shall not directly or indirectly, (i) solicit, initiate or take any action to agree 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 its representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to acceptlead to, a Trident Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Alternative Target regarding a Trident Competing Transaction; (iii) furnish (including through any virtual data room) any non-public information relating to Trident, Merger Sub or any of their assets or businesses, or afford access to the assets, business, properties, books or records of Trident or Merger Sub 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 Trident Competing Transaction; (iv) approve, endorse or recommendrecommend any Trident Competing Transaction; or (v) any Alternative enter into a Trident Competing Transaction or any agreement, arrangement or understanding (cincluding any letter of intent or term sheet) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative a Trident Competing Transaction and instruct each other participant in the sale process or publicly announce an intention to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)do so.

Exclusivity. From the Effective Date until (a) Until the Closing Dateor earlier termination of this Agreement, Seller shall not, Pubco and shall cause its Subsidiaries FHCP will not (and its and will not permit any of their respective Representatives and any Affiliates, directors, officers, employees, investment bankers, attorneys or other Person acting on its agents, advisors or their behalf to notrepresentatives to), directly or indirectly, indirectly (a) solicit, initiate, encourage, enter into, conduct, engage in (i) initiate the submission of any proposal or continue, offer from any discussions, negotiations or communicationsPerson for, or (ii) solicit or encourage any inquiries or proposals for, or (iii) continue any discussionsdiscussions relating to, negotiations communicationsthe acquisition of equity securities of Pubco or all or substantially all of the assets of Pubco (including any acquisition structured as a merger, contract consolidation, share exchange, or understandings, whether written otherwise); or oral (b) furnish or binding or permit to be furnished any non-binding, or provide any public information or afford access to the properties, books or records of the Target Companies or relating to the Business concerning Pubco to any Person (other than Buyer or its Affiliates or Representativesthe Principal Shareholder, the Companies, and their respective representatives and advisors), other than information furnished connection with the transactions contemplated hereby or as required by Law. If either Pubco or FHCP is contacted or solicited by any third party regarding any action contemplated in each casethis Section 9.16(a), concerning such party promptly shall inform the Principal Shareholder in writing. (b) Until the Closing or earlier termination of this Agreement, the Principal Shareholder and the Companies will not (and will not permit any of their respective Affiliates, directors, officers, employees, investment bankers, attorneys or other agents, advisors or representatives to), directly or indirectly (a) (i) initiate the submission of any proposal or offer from any Person for, or (ii) solicit or encourage any inquiries or proposals for, or (iii) continue any discussions relating to, the acquisition of equity securities of a sale (Company or possible sale) of all or any part substantially all of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form assets of a sale of securities or other equity interests, Company (including any acquisition structured as a merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all share exchange, or a material portion of the assets otherwise); or any interest therein) or otherwise (an “Alternative Transaction”), (b) agree tofurnish or permit to be furnished any non-public information concerning a Company to any Person (other than Pubco, acceptFHCP, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives torepresentatives and advisors), immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant than information furnished in the sale process to return ordinary course of business or destroy in connection with the transactions contemplated hereby or as required by Law. If the Principal Shareholder or a Company is contacted or solicited by any confidential information of Seller and its Subsidiaries (and terminate access to third party regarding any data room for each action contemplated in this Section 9.16(b), such other participant). Seller party promptly shall promptly notify Buyer inform FHCP in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and a reasonable summary of all communications)writing.

Exclusivity. (a) From the Effective Date date hereof and continuing until the Closing Dateearlier of the termination of this Agreement or the Closing, neither Seller nor Seller Parent shall not, and (nor shall cause its Subsidiaries and its and Seller or Seller Parent permit any of their respective Representatives and any directors, officers or other Person acting on its employees, agents, representatives or their behalf to notAffiliates to), directly or indirectly, take any of the following actions with any party other than Buyer and its designees: (ai) solicit, initiate, encourage, enter intoseek, conductentertain, engage support, assist, initiate or participate in or continue, any discussionsinquiry, negotiations or communicationsdiscussions, or continue enter into any discussionsagreement, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business with respect to any Person offer or proposal to acquire any Purchased Assets (other than Buyer or its Affiliates or Representativesfor the avoidance of doubt, excluding the sale of inventory in the ordinary course of business), in each caseany capital stock of Seller, concerning a sale (or possible sale) of all or any part of the Business, whether by merger, consolidation, purchase of assets, purchase of shares, tender offer, license or otherwise, or effect any such transaction, (ii) disclose or furnish any information not customarily disclosed to any Person concerning the Transferred Business, the Purchased Assets or the Target CompaniesAssumed Liabilities, or afford to any Person access to any properties or technologies of the Business or the Books and Records, not customarily afforded such access, (iii) knowingly assist or cooperate with any Person to make any proposal to purchase all or any part of the Business or Purchased Assets (for the avoidance of doubt, excluding the sale of inventory in the ordinary course of business), or (iv) enter into any Contract with any Person providing for the acquisition of the Business or the Purchased Assets, whether such transaction takes the form of a sale of securities or other equity interests, by merger, liquidationpurchase of assets, dissolutionlicense, reorganizationtender offer or otherwise. (b) Seller and Seller Parent shall immediately cease and cause to be terminated any such negotiations, recapitalization, consolidation, sale discussion or agreements (other than with Buyer) that are the subject matter of assets clause (including all or a material portion of the assets or any interest therein) or otherwise (an “Alternative Transaction”i), (bii), (iii) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommendiv) any Alternative Transaction or of Section 8.3(a). (c) submit In the event that Seller or any Alternative Transaction to of Seller’s Affiliates shall receive any offer, proposal, or request, directly or indirectly, of the vote type referenced in clause (i), (iii), or (iv) of its stockholders. Seller shallSection 8.3(a), and shall cause its Subsidiaries and its and their respective Representatives toor any request for disclosure or access as referenced in clause (ii) of Section 8.3(a), immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer immediately suspend any discussions with such Person with regard to such offers, proposals, or requests. (d) The Parties hereto agree that irreparable damage would occur in the event that it the provisions of this Section 8.3 were not performed in accordance with their specific terms or its Subsidiaries were otherwise breached. It is accordingly agreed by the Parties hereto that Buyer shall be entitled to an immediate injunction or Representatives receives injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any request for information, proposals, inquiries bond or other contact from security, to prevent breaches of the provisions of this Section 8.3 and to enforce specifically the terms and provisions hereof in any Person relating court of the United States or any state having jurisdiction, this being in addition to an Alternative Transaction (including any other remedy to which Buyer may be entitled at law or in equity. Without limiting the identity foregoing, it is understood that any violation of such Personthe restrictions set forth above in this Section 8.3 by any officer, the material terms director, authorized agent, representative or Affiliate of any proposal and Seller shall be deemed to be a reasonable summary breach of all communications)this Section 8.3 by Seller.

Exclusivity. From and after the Effective Date until date hereof through the Closing Datedate which is forty-five (45) days following the date hereof, Seller shall notwithout the prior written consent of Aspec, and shall cause its Subsidiaries and its and their respective Representatives and neither Inbox, the Majority Shareholders nor any of Inbox's other Person acting on its officers, directors, shareholders, agents or their behalf to notAffiliates shall, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, conduct discussions with or engage in or continuenegotiations with any person, any discussionsother than Aspec, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any information or afford access to the properties, books or records of the Target Companies or relating to the Business to any Person (other than Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) acquisition of all Inbox or any part of the Business, the Transferred Assets or the Target Companies, its subsidiaries (whether such transaction takes the form by way of a sale of securities or other equity interests, merger, liquidationpurchase of capital stock, dissolution, reorganization, recapitalization, consolidation, sale purchase of assets (including all or a otherwise) or any material portion of the assets its or any interest therein) their capital stock or otherwise (an “Alternative Transaction”)assets, (b) agree toprovide information with respect to Inbox or any of its subsidiaries to any person, acceptother than Aspec, approverelating to the possible acquisition of Inbox or any of its subsidiaries (whether by way of merger, endorse purchase of capital stock, purchase of assets or recommend (otherwise) or propose any material portion of its or announce any intention their capital stock or desire to agree to acceptassets, approve, endorse or recommend) any Alternative Transaction or (c) submit enter into an agreement with any Alternative Transaction person, other than Aspec, providing for the acquisition of Inbox or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of Inbox or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) enter into any agreement with any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in Inbox, or (f) enter into any additional agreement for the licensing or distribution of products, technology, or intellectual property of Inbox (other than in the ordinary course of business), whether now existing or hereafter created. In addition to the vote foregoing, if Inbox or any of its stockholders. Seller shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue subsidiaries receives any ongoing communications unsolicited offer or proposal to enter negotiations relating to any Alternative Transaction and instruct each other participant in of the sale process above, Inbox shall immediately notify Aspec thereof, including information as to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of the offeror or the party making any such Person, offer or proposal and the material specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to occur of the Closing of the Merger or the termination of this Agreement pursuant to Section 11 hereof, none of the Majority Shareholders will transfer or offer to transfer any proposal and a reasonable summary of all communications)their Inbox Common Stock except to Aspec pursuant to the Merger.

Exclusivity. (a) From the Effective Date date hereof until the Closing Dateor the earlier termination of this Agreement, Seller the Sellers shall not, and shall cause its Subsidiaries and its and their respective Representatives and not permit any other Person acting on its of the Acquired Companies or their behalf to notany of the Affiliates, directors, officers, employees, representatives or agents of the Sellers or the Acquired Companies (collectively, the “Representatives”) to, directly or indirectly, (ai) solicitdiscuss, encourage, negotiate, undertake, initiate, encourageauthorize, recommend, propose or enter into, conductwhether as the proposed surviving, engage in merged, acquiring or continueacquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase, licensing, assignment or disposition of any material amount of the assets of any of the Acquired Companies or any equity securities or other ownership interests of any of the Acquired Companies other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or communicationssubmissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of any of the Acquired Companies in connection with an Acquisition Transaction, or continue (iv) otherwise cooperate in any discussionsway with, negotiations communicationsor assist or participate in, contract facilitate or understandingsencourage, whether written any effort or oral attempt by any other Person to do or binding seek any of the foregoing. (b) From the date hereof until the Closing or the earlier termination of this Agreement, the Sellers shall notify the Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by any of the Sellers or their Affiliates, including any Acquired Company or any of the Representatives thereof of any proposal or offer from any Person other than the Buyer to effect an Acquisition Transaction or any request for non-binding, public information relating to any of the Acquired Companies or provide any information or afford for access to the properties, books or records of any of the Target Acquired Companies or relating to the Business to by any Person (other than the Buyer or its Affiliates or Representatives), in each case, concerning a sale (or possible sale) for purposes of all or any part of the Business, the Transferred Assets or the Target Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (effecting an “Alternative Acquisition Transaction”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction or (c) submit any Alternative Transaction to the vote of its stockholders. Seller shall, and Such notice shall cause its Subsidiaries and its and their respective Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other participant). Seller shall promptly notify Buyer in the event that it or its Subsidiaries or Representatives receives any request for information, proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including indicate the identity of such Personthe Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of any of the Acquired Companies, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. The Sellers shall keep the Buyer informed, on a reasonable summary current basis, of all communications)any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request.