Common use of Exclusivity Clause in Contracts

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except (a) In consideration of the expenditure of time, effort and expense to be undertaken by Purchaser in connection with respect to the preparation of this Agreement and the transactions contemplated herebyother Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the CompanyCompany agrees that, prior to the Stockholders and Termination Date, neither it, any of the Subsidiaries, any of their affiliates respective Affiliates, nor any of the respective directors, officers, employees, agents or representatives of any of the foregoing will, directly or indirectly: (i) continue, solicit, initiate, facilitate or encourage any inquiries or the making of any proposal with respect to (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or other Equity Securities of the Company or any Subsidiary to any Person other than Purchaser or (B) any merger, consolidation, sale of all or substantially all of the assets of the Company and the Subsidiaries taken as a whole, or other business combination involving the Company or any Subsidiary and any other Person other than Purchaser (any of the transactions described in the foregoing subparagraphs (A) and (B) being hereinafter referred to as a "Competing Transaction"); (ii) negotiate, explore or otherwise engage in discussions with any Person other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; (iii) enter into any agreement, arrangement or understanding either with respect to a Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; or (iv) provide any information to any Person which may reasonably be expected to solicit, initiate, facilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall notprohibit the Company and its directors, and each of them shall cause its respective officers, employees, agents and representatives from: (including, without limitation, x) engaging in any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit conduct or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themactivities otherwise prohibited by this Section 6.1(a) with respect to a mergerCompeting Transaction with a Disclosed Competing Party; or (y) in response to an unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other than Purchaser, acquisition, consolidation, recapitalization, liquidation, dissolution a Disclosed Competing Party or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company an Undisclosed Competing Party (any such proposal or offer being hereinafter referred to as an Person, a "Acquisition ProposalNew Competing Party"), (aa) furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement concerning the Company and the Subsidiaries, (bb) engaging in discussions or negotiations with such New Competing Party concerning a Competing Transaction and (cc) entering into any agreement, arrangement or understanding with such New Competing Party with respect to a Competing Transaction with such New Competing Party. (b) engage in The Company agrees that, as of the date hereof, it, the Subsidiaries, their respective Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity party (other than UniCapitalany Disclosed Competing Party) with respect to any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofCompeting Transaction. The Company and agrees to promptly advise Purchaser in writing of the Stockholders shall notify UniCapital immediately if existence of (i) any inquiries, inquiries or proposals (or offers related desire to an Acquisition Proposal are make a proposal) received byby (or indicated to), any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it the Company, the Subsidiaries, their respective Affiliates, or any individual of the respective directors, officers, employees, agents or entity referred representatives of the foregoing, in each case from any party (including, without limitation, any Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to a Competing Transaction, and (ii) the terms thereof, including the identity of such party (and any other real party in interest, including the first sentence direct and indirect owners of such party). (c) The Company agrees, without limitation of its obligations, that any violation of this Section 8.106.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Company, the Subsidiaries and their respective Affiliates, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.1 by the Company. (d) Nothing in this Agreement shall prevent the Company and the board of directors of the Company from complying with Rule 14e-2 under the Exchange Act, or issuing a communication meeting the requirements of Rule 14d-9(e) under the Exchange Act, with respect to any tender offer or otherwise prohibit the Company from making any public disclosures required by law or the requirements of the New York Stock Exchange (provided, whenever practicable, the Company first consults with Purchaser concerning the timing and content of such disclosure), provided, however, that the Company may not, except as permitted by Section 6.4(e), withdraw or modify its position with respect to the Proxy Proposals or approve or recommend a Competing Transaction.

Exclusivity. Except with respect to this Agreement and Neither the transactions contemplated hereby, the Company, the Stockholders and Company nor any of Beneficial Holder nor anyone acting on their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekbehalf is currently involved, directly or indirectly, in any inquiries or activity which is intended to, nor for so long as this Agreement is in effect, shall the making or implementation of any proposal or offer (including, without limitationCompany, any proposal Beneficial Holder or offer to its shareholders anyone acting on their behalf, directly or any of themindirectly, (a) with respect to a mergerencourage, acquisitionsolicit, consolidation, recapitalization, liquidation, dissolution initiate or similar transaction involvingparticipate in discussions or negotiations with, or provide any purchase information to or cooperate in any manner with any Person, other than Buyer or its Affiliates (each an “Excluded Person,” and collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any portion part of the Business, any of the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any equity capital stock or other securities of, of the Company (or any of its Subsidiaries, whether such proposal transaction takes the form of a sale of stock, assets, merger, consolidation, or offer being hereinafter referred to as an "Acquisition Proposal"), issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) engage in any negotiations concerningotherwise solicit, initiate or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, encourage the submission (c) otherwise cooperate in any effort or attempt to makesubmit) of any inquiry or proposal contemplating the sale of all or any part of the Business, implement the sale of the Company or accept an Acquisition Proposalits Subsidiaries’ assets (other than in the ordinary course of business), the Shares or (d) enter into any capital stock, membership interests or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If other securities of the Company or any Stockholderof its Affiliates or Subsidiaries, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any of their respective Agents, have provided joint venture or partnership or (iii) consummate any person such transaction or entity (other than UniCapital) with accept any confidential information offer or data relating agree to an Acquisition Proposal, then they shall request the immediate return thereofengage in any such transaction. The Company or the Beneficial Holders shall promptly (within 24 hours) communicate to Buyer the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to Buyer. The notice of the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of Company and each Beneficial Holder under this Section 8.105.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as Buyer may reasonably request.

Exclusivity. Except with respect to (a) From the date of this Agreement and ending on the transactions contemplated herebyearlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Section 9.01, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause the Company Subsidiaries and its and 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") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (A) enter into, knowingly solicit, initiate or continue any inquiries discussions or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any purchase of all inquiries, offers or any portion of the assets proposals (written or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")oral) by, or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person relating to or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an Acquisition Proposal“Alternative Transaction”), other than with the other Parties and their respective Representatives, (cB) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any effort or attempt way that would otherwise reasonably be expected to makelead to, implement or accept an Acquisition Proposalany Alternative Transaction, or (dC) enter into any contract or consummate any agreement other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, I approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (E) prepare or take any steps in connection with a public offering of any Equity Interests of the Company or any of the Company Subsidiaries or (F) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person or entity relating conducted heretofore with respect to an Acquisition Proposal, except for the Merger contemplated herebyany Alternative Transaction. If the Company or any Stockholder, of its subsidiaries or any of its or their respective Agents, have provided Representatives receives any person inquiry or entity (other than UniCapital) proposal with any confidential information or data relating respect to an Acquisition ProposalAlternative Transaction at any time prior to the Closing, then they the Company shall request promptly (and in no event later than three (3) Business Days after the immediate return thereofCompany becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (in which case, the Company will use reasonable best efforts to seek a waiver of any applicable confidentiality restrictions). The Without limiting the foregoing, Company agrees that any violation of the restrictions set forth in this Section 7.04(a) by it or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.04(a) by the Company. (b) From and after the Stockholders date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, (i) Parent shall notify UniCapital immediately if not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage or submit an indication of interest for, any inquiries, proposals or offers offer to a person (including any financial investor or group of financial investors) concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of Parent or any capital stock or other equity securities of Parent, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities or other similar transaction (“Parent Acquisition Proposal”), or (B) participate in any negotiations relating to an a Parent Acquisition Proposal are received byand (ii) Parent shall, any confidential information or data is requested fromand shall cause its Representatives to, or (A) terminate immediately any negotiations or discussions related with any Person relating to an a Parent Acquisition Proposal are sought and (B) promptly advise the Company in writing of any proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall not be required to be initiated inform the Company of the identity of the person making such proposal or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10material terms thereof).

Exclusivity. Except with respect to this Agreement The Sellers shall not (and the transactions contemplated hereby, Sellers shall not allow any of the Company, the Stockholders and Eldorado Entities or any of their affiliates shall notdirectors, and each of them shall cause its respective officers, employees, agents agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and representatives accountants to (includingcollectively, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing"Representatives")) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, take any inquiries of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the making or implementation of Business in connection with, any inquiry, proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) Person with respect to a any merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar other business combination or acquisition (other than the transaction involving, contemplated in this Agreement) involving any of the Eldorado Entities or any purchase the acquisition of all or any a substantial portion of the assets of, or any equity securities of, any of the Company Eldorado Entities or any tender offer or exchange offer (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalTransaction"); (ii) negotiate, discuss, explore or (b) engage otherwise communicate or cooperate in any negotiations concerningway with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or provide any confidential information or data to, or have any substantive discussions with, any person relating understanding with respect to an Acquisition ProposalTransaction 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) otherwise cooperate make or authorize any 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 that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any effort event no later than 24 hours) receipt of any written inquiry, offer or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding proposal with any person or entity relating respect to an Acquisition ProposalTransaction, except for including information as to the Merger contemplated hereby. If identity of the Company party or any Stockholderofferor making such inquiry, offer or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10proposal.

Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyClosing or, if earlier, the Companytermination of this Agreement in accordance with its terms, the Stockholders and any of their affiliates Seller Parties shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") their Representatives not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries : (i) initiate or knowingly solicit the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related that constitute or may reasonably be expected to lead to any Acquisition Proposal (as hereinafter defined) or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, stock purchase agreement, asset purchase agreement, license agreement, or stock exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal are received byor enter into any agreement or agreement in principle requiring Seller Parties to abandon, terminate or fail to consummate the Agreement or breach their obligations hereunder or propose or agree to do any confidential information of the foregoing. Seller Parties shall, and shall cause their Representatives to, immediately cease and take any solicitation, knowing encouragement, discussion or data is requested fromnegotiation with any Persons conducted by Seller Parties or any of their Representatives prior to the date of this Agreement with respect to any Acquisition Proposal. (b) For purposes of this Agreement, “Acquisition Proposal” means any bona fide offer or proposal, or any negotiations indication of interest in making a bona fide offer or discussions related proposal, made by a Person or group at any time that is structured to an Acquisition Proposal are sought permit such Person or group to be initiated acquire, in one transaction or continued witha series of transactions, it beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, license of assets (including any individual Owned Intellectual Property) outside the ordinary course of business, tender offer or entity referred to exchange offer or similar transaction, in each case other than the first sentence of this Section 8.10transactions contemplated hereby.

Exclusivity. Except with respect to From the date of this Agreement until the earlier to occur of the Closing and the transactions contemplated herebytermination of this Agreement in accordance with ARTICLE VIII, the Company, the Stockholders and any of their affiliates each Seller Party shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, through any inquiries officer, director, employee, agent or Affiliate, enter into any agreement, agreement in principle or other commitment (whether or not legally binding) relating to any business combination with, recapitalization of, or acquisition or purchase of all or any material portion of the making 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 implementation otherwise (a “Competing Transaction”), or solicit, initiate or encourage the submission of any proposal or offer (includingfrom any Person relating to any Competing Transaction, without limitationnor 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 proposal effort or offer attempt by any Person to its shareholders effect a Competing Transaction. Notwithstanding anything to the contrary contained in this Section 5.9, this Agreement shall in no event restrict or limit any Seller discussions or negotiations in respect of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution sale or similar transaction involving, or any purchase transfer of all or any portion substantially all of the assets or equity of Seller; provided that this sentence shall not permit any equity securities of, the Company (any such proposal Seller Party or offer being hereinafter referred its Affiliates to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company abdicate this Agreement or any Stockholder, Ancillary Agreement or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating otherwise avoid its obligations to an Acquisition Proposal, then they shall request consummate the immediate return thereof. The Company Closing and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in other transactions contemplated by this Agreement and the first sentence of this Section 8.10Ancillary Agreements.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause the Company and its and their respective directors, officers, employees, Affiliates and other agents and representatives Representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities ownership interests of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller or the Company or any individual of their respective directors, officers, employees and Affiliates or, to its knowledge, any other Agent. Seller and the Company shall, and shall cause their respective Representatives to, immediately cease and terminate any discussion, negotiation or entity referred other activity with any third party heretofore conducted by Seller, the Company, any of their respective Affiliates and any Agent of the foregoing with respect to in the first sentence of this Section 8.10any Proposal.

Exclusivity. Except with respect Prior to this Agreement and the transactions contemplated herebyTermination Date, the Company, the Stockholders and any of their affiliates shall notno Supporting Group Member shall, and each of them Supporting Group Member shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Affiliates not to, (a) initiate, solicit or seekwithout the knowledge and written consent of Mill Road, directly or indirectly, either alone or with any inquiries of its Affiliates: (i) make a Competing Proposal, or join with or invite any other person to be involved in the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Competing Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information to any other person with a view to any other person’s pursuing or data to, or have any substantive discussions with, any person relating considering to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition pursue a Competing Proposal, or encourage or support (dor provide encouragement or support to) any Competing Proposal or any person opposing a Proposed Transaction; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance in support of any Competing Proposal; (iii) take any action that would have the effect of preventing, disabling or delaying such Supporting Group Member from performing its obligations under this Agreement; (iv) enter into any written or consummate any agreement oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with this Agreement, including entering into agreements, arrangements or understandings with LTI, or (v) aid, abet, counsel or induce any other person in doing any of the things mentioned in this Section 3. Each Interested Party shall notify the other Interested Parties promptly if it or, if applicable, any other Restricted Person with respect to it receives any approach or entity relating communication with respect to an Acquisition any Competing Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any approach or communication from LTI regarding a Proposed Transaction or any alternative to a Proposed Transaction, and shall disclose to the other Interest Parties the identity of their respective Agents, have provided any person other persons involved and the nature and content of the approach or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofcommunication. The Company and foregoing notwithstanding, Mill Road shall not be required to notify the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related Supporting Group Members regarding communications it receives from LTI regarding a Proposed Transaction unless such communication relates to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to a material change in the first sentence terms of this Section 8.10such Proposed Transaction as reasonably determined by Mill Road.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that he will not, and each of them shall will cause the Company and its respective directors, officers, managers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to, to (a) encourage, initiate, solicit solicit, seek or seekrespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution 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 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 (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) continue, engage in in, initiate or otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person Person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital the Purchaser in writing immediately if of (and in any event within one business day of the receipt of) any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition 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 entity referred employee of the foregoing) and shall, in any such notice to the Purchaser, identify the Person involved with, and the terms of, any such Proposal and shall provide the Purchaser with copies of any written materials delivered in the first sentence of this Section 8.10connection therewith.

Exclusivity. Except with respect to During the period between the date of this Agreement and the transactions contemplated herebyClosing (the “Interim Period”), the Company, the Stockholders and neither Raven Holdings or any of its Affiliates nor any of their affiliates shall notrespective shareholders, and each members, partners, directors, managers, officers or agents will, directly or indirectly (other than with respect to SXCP or the sale of them shall cause its respective employeesinventory in the ordinary course of business), agents and representatives (includingsolicit, without limitationmake, entertain, discuss or negotiate the terms of any investment banking, legal offer or accounting firm retained by it proposal from or them and to any individual member or employee of the foregoing) (each, an "Agent") not to, Person relating to (a) initiate, solicit the sale or seek, directly possible sale or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase other disposition of all or any portion of the assets or any equity securities ofOperating Company Assets, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in the sale or possible sale or other disposition, including by merger or consolidation, of all or any negotiations concerningportion of the Raven Interest or any of the Equity Interests of the Operating Company, whether such Equity interests constitute newly issued or provide any confidential information previously outstanding Equity interests or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate any other material transaction that is inconsistent with the transactions contemplated by this Agreement (collectively, a “Competing Transaction”). In addition, during the Interim Period, neither Raven Holdings or any of its Affiliates nor any of their respective shareholders, members, partners, directors, managers, officers or agents will, directly or indirectly, (1) except to the extent required by applicable Law or this Agreement, furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with by any person or entity relating to an Acquisition Proposal, except for consummate or seek any Competing Transaction or (2) agree in writing or otherwise to do any of the Merger contemplated herebyitems described above. If the Company Raven Holdings or any Stockholderof its Affiliates, or any of their respective Agentsshareholders, have provided members, partners, directors, managers, officers or agents, receives any person or entity (inquiry from any Person other than UniCapital) with any confidential information or data SXCP relating to an Acquisition Proposalany of the items described above, then they shall request the immediate return thereofRaven Holdings will immediately terminate all discussions with such Person and provide SXCP with written notice of any inquiry, request, discussions or other actions initiated by such Person with respect to a Competing Transaction. The Company Raven Holdings will cause its Affiliates, and the Stockholders shall notify UniCapital immediately if any inquiriesshareholders, proposals or offers related members, partners, directors, managers, officers and agents of Raven Holdings and its Affiliates, to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of comply with this Section 8.106.10.

Exclusivity. Except with respect to (a) Until the earlier of the Closing and such time as this Agreement and is terminated in accordance with Article IX, except for the transactions contemplated herebyby this Agreement, the Sellers and the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct their respective Representatives not to (it being understood and agreed that any violation of the restrictions set forth in this Section 7.8 by a Representative that is taken with the knowledge of the Company, the Stockholders Sellers or any Company Subsidiary, shall be deemed to be 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 their affiliates shall notany 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 each (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, in one or a series of them shall cause its respective employeesrelated transactions, agents and representatives of shares of any class of equity securities of the Company or those of any Company Subsidiary, or any assets (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation equity securities of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any subsidiaries) of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any StockholderCompany Subsidiary, or any of their respective Agents, have provided any person or entity (in each case other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of transactions contemplated by this Section 8.10Agreement.

Exclusivity. Except Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with respect the 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 transactions contemplated hereby, Company or the Company, the Stockholders and any of their affiliates Securities; (b) each Consortium Member shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") its/his/her Affiliates not to, (a) initiate, solicit or seekwithout the prior knowledge and written consent of the other Consortium Members, directly or indirectly, either alone or with any inquiries of its/his/her Affiliates: (i) make a Competing Proposal or join with, or invite, any other Person to be involved in the making or implementation of any proposal Competing Proposal or offer provide any information to any other Person with a view to pursue or evaluate a Competing Proposal; (including, without limitation, any proposal ii) finance or offer to its shareholders finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of themor otherwise dispose of, any Securities except as contemplated under this Agreement and the Documentation, or enter into any agreement, arrangement or understanding with respect thereto; (iv) enter into any agreement, arrangement or understanding with respect to a mergerlimitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, acquisitionpower 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, consolidationdisabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, recapitalization, liquidation, dissolution arrangement or similar transaction involvingunderstanding (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 purchase of all or other Person in doing any portion of the assets or any equity securities of, things mentioned in the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"foregoing provisions of this Section 9.1(b), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; and (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for each Consortium Member shall notify the Merger contemplated hereby. If the Company or any Stockholder, other Consortium Members immediately if it/he/she or any of their respective Agents, have provided its/his/her Affiliates or Representatives receives any person approach or entity (communication with respect to any Competing Proposal and shall disclose to the other than UniCapital) with Consortium Members the identity of any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company other Persons involved and the Stockholders shall notify UniCapital immediately if any inquiries, proposals nature and content of the approach or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10communication.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause its respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company shall promptly (and the Stockholders shall in any event within 48 hours) notify UniCapital immediately Parent orally and in writing, if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of its directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the terms and conditions of, any such Proposal, inquiry or any individual or entity referred request, and shall include a description of the material terms of such proposal; provided, that in no event shall the Company be required to in disclose the first sentence identity of this Section 8.10the party making such Proposal.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and will cause each of them shall cause its Affiliates and each of Seller’s and its Affiliates’ respective directors, officers, managers, members, employees, agents agents, consultants, advisors or other representatives, including legal counsel, accountants and representatives (includingfinancial advisors, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, directly or indirectly (a) initiatesolicit, solicit initiate or seekknowingly encourage any inquiry, proposal or offer (written or oral) (other than from Buyer or its Affiliates), to acquire, directly or indirectly, any inquiries the Business or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Acquired Companies or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any material portion of the assets used in the Business, whether by merger, consolidation, refinancing, recapitalization, business combination, share exchange, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise, other than (i) sales of products of the Business in the Ordinary Course of Business or (ii) in any transaction involving Seller as a whole, any equity securities ofinterest in Seller as a whole, the Company or all or substantially all of Seller’s assets (any such proposal or offer being hereinafter referred to as in each case, an "“Acquisition Proposal"”), or (b) engage participate in any negotiations concerningdiscussion or negotiation regarding, or provide furnish any confidential information or data with respect to, or have assist or facilitate in any substantive discussions withmanner, any person relating Acquisition Proposal or any attempt to make an Acquisition Proposal. Seller shall immediately cease, (c) otherwise cooperate in and cause to be terminated, any effort or attempt to makeand all contacts, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding discussions and negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or third parties regarding any of their respective Agentsthe foregoing, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall Seller will notify UniCapital Buyer immediately if any inquiriesPerson makes any proposal, proposals offer, inquiry or offers contact related to an Acquisition Proposal are received byand provide Buyer with the details thereof (including the Person making such offer, any confidential information inquiry or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to contact and a copy of all written communication in the first sentence of this Section 8.10connection therewith) and their response thereto.

Exclusivity. Except with respect to From the date hereof through the earlier of the Closing or the date on which a party terminates this Agreement in accordance with Article 10, the Sellers shall not (and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them Sellers shall cause its their respective Affiliates, representatives, officers, managers, employees, directors and agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek), directly or indirectly, any inquiries (i) submit, solicit, initiate, knowingly encourage or the making or implementation of discuss any proposal or offer from any person (includingother than Buyers and their Affiliates in connection with the transactions contemplated hereby), without limitationor enter into any agreement or accept any offer relating to, or consummate any proposal or offer to its shareholders or any of them(a) with respect to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution or similar transaction involvingrecapitalization of any of the Transferred Subsidiaries or the Indirect Subsidiaries (except as contemplated by the Restructuring), (b) merger or consolidation involving any of the Transferred Subsidiaries or the Indirect Subsidiaries, (c) purchase or sale of all or any a material portion of the assets or any equity interests (or any rights to acquire, or securities ofconvertible into or exchangeable for, the Company (any such proposal equity interests) of any of the Transferred Subsidiaries or offer being hereinafter referred to as an "Acquisition Proposal"the Indirect Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the Ordinary Course), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into transaction or consummate business combination similar to those described in the preceding clauses (a) through (c) involving any agreement of the Transferred Subsidiaries or understanding the Indirect Subsidiaries or the Business or their assets (each of the foregoing transactions described in clauses (a) through (d), an “Alternative Transaction”) or (ii) furnish any information with respect to, assist or participate in or knowingly facilitate in any other manner the submission of any proposal or offer concerning, an Alternative Transaction. The Sellers agree to notify the Buyers promptly (and in any event within 24 hours of receipt thereof) if any person makes any proposal, offer or entity relating inquiry with respect to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Alternative Transaction.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyPre-Closing Period, none of the Company, the Stockholders and Company or any of their affiliates shall notits Affiliates, and each of them shall cause its respective directors, officers, employees, Representatives or agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekshall, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any inquiries transaction involving an investment in, merger, consolidation, recapitalization (or the making similar transaction), business combination, purchase or implementation disposition of any proposal material amount of the assets of the Company or offer (including, without limitation, any proposal capital stock or offer to its shareholders other Equity Interest in the Company or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase its Subsidiaries (other than sales of all or any portion inventory in the ordinary course of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"business), or other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (b) engage facilitate, encourage, support, solicit or initiate discussions, negotiations or submissions of proposals or offers in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to respect of an Acquisition ProposalTransaction, (c) furnish or cause to be furnished to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to makedo or seek any of the foregoing. The Company shall, implement and shall cause its Affiliates, directors, officers, employees, Representatives or accept an Acquisition Proposalagents to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or (d) enter into or consummate any agreement or understanding negotiations with any person Person conducted prior to or entity relating on the date of this Agreement with respect to an any Acquisition ProposalTransaction, except for the Merger contemplated hereby. If and (ii) within two (2) Business Days hereof, terminate access by any third party (other than Parent and its Representatives and Affiliates) to all online and other data rooms containing information with respect to the Company and demand that any such information provided to any third party be promptly returned or destroyed in accordance with applicable confidentiality agreements. The Company and Stockholders’ Representative shall promptly (and in any Stockholderevent within two (2) Business Days) advise Parent in writing if the Company, any of its Affiliates, or any of their respective Agentsits directors, have provided officers, employees or other Representatives receives any person or entity (other than UniCapital) with any confidential information or data relating to proposal for an Acquisition ProposalTransaction, then they shall any request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if for information with respect to any inquiriessuch Acquisition Transaction or any inquiry with respect to, proposals or offers related which could reasonably be expected to result in, an Acquisition Proposal are received byTransaction (including advising Parent of the material terms and conditions of such request, any confidential information proposal or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10inquiry).

Exclusivity. Except with respect Until the first to occur of the Closing or the earlier termination of this Agreement and the transactions contemplated herebypursuant to Article X, the Company, the Stockholders and any of their affiliates shall Company will not, and each of them shall will cause its respective Affiliates, directors, officers, stockholders, employees, agents agents, consultants and other advisors and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate any inquiries inquiry or the making or implementation of any proposal or offer offer, (includingb) enter into, without limitationcontinue or otherwise participate in any discussions or negotiations, (c) furnish to any person any non-public information or grant any person access to its properties, assets, books, contracts, personnel or records, (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any proposal letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")other contract, or (be) engage in propose, whether publicly or to any negotiations concerningdirector or stockholder, or provide agree to do any confidential information of the foregoing for the purpose of encouraging or data tofacilitating any proposal, offer, discussions or have any substantive discussions with, any person negotiations; in each case relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an . “Acquisition Proposal, ” means any offer or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If proposal regarding a business combination transaction involving the Company or any Stockholderof its Subsidiaries or any other transaction to acquire all or any material part of the business, properties or assets of the Company or any of their respective Agentsits Subsidiaries or any amount of the capital stock of the Company or any of its Subsidiaries (whether or not outstanding), have provided whether by merger, acquisition of assets, purchase of equity, tender offer or other similar transactions, other than with Industrea. The Company will immediately cease and cause to be terminated any person such negotiations, discussion or entity other communication, or contracts (to the extent unilaterally terminable by the Company without the counterparty’s consent and without penalty) (other than UniCapitalwith Industrea) with respect to the foregoing and will immediately (but in any confidential information or data relating to an Acquisition Proposal, then they shall request event within five (5) business days after the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence date of this Section 8.10Agreement) terminate any access of the type referenced in clause (c) above.

Exclusivity. Except with respect to From the date of this Agreement and until the transactions contemplated herebyClosing, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its Affiliates, and its and their respective officers, trustees, employees, brokers, finders, financial advisors, investment bankers, directors, representatives and agents and representatives (includingcollectively, 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"“Representatives”) not to, to (a) solicit, initiate, solicit encourage, facilitate (including by way of furnishing any non-public information or seek, directly providing assistance or indirectly, access to properties or assets) any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders the Company’s stockholders) (i) relating to any (A) debt or equity financing of the Company or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingits Subsidiaries, or any (B) acquisition or purchase of all or any portion (other than ordinary course sales of products or immaterial assets) of the assets of the Company or any of its Subsidiaries (including any license, sale, 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 or debt financing with the Company or any Subsidiary of the Company, (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary of the Company, or (iv) relating to any acquisition or purchase of all or a portion of the outstanding capital stock or other securities of, of the Company (any such proposal or offer of the transactions described in this clause (a) being hereinafter referred to herein as an "Acquisition Proposal"“Alternative Transaction”), or (b) engage knowingly participate in or enter into any discussions, conversations, negotiations concerningor other communications regarding, or provide furnish to any confidential other Person any information or data with respect to, or have cooperate with or encourage any substantive discussions witheffort or attempt by any other Person to seek to do, any person relating to an Acquisition Proposalof the foregoing, (c) otherwise cooperate in grant any effort person any waiver or attempt release under any standstill or similar agreement with respect to make, implement any class of securities of the Company or accept an Acquisition Proposalany Subsidiary, or (d) enter into any agreement, arrangement, understanding, term sheet or consummate letter of intent with respect to any agreement or understanding of the foregoing. The Company shall, and shall cause its Affiliates and its and their Representatives to, immediately cease and terminate any and all existing discussions, conversations, negotiations and other communications with any person 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 entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholderoffer, 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 their respective Agentsthe Person making such approach, have provided 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 person or entity (Alternative Transaction with any Person other than UniCapitalInvestor during the period starting on the date hereof through the date that is twelve (12) with any confidential information or data relating to an Acquisition Proposal, then they shall request months following the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence termination of this Section 8.10Agreement in accordance with Article VIII, the Company shall pay Investor an aggregate amount equal to (i) $12,500,000 as liquidated damages, plus (ii) all Investor Expenses (such aggregate amount, the “Company Fee”).

Exclusivity. Except The Company will not, between the date hereof and ----------- the earlier to occur of (i) ninety (90) days from the Closing Date hereof and (ii) the consummation of a Permitted Transaction or a definitive agreement with respect to this Agreement and a Permitted Transaction (the transactions contemplated hereby"Restricted Period"), the Companydirectly or ----------------- indirectly, the Stockholders and through any of their affiliates shall notofficer, and each of them shall cause its respective employeesdirector, agents and representatives (includingemployee, without limitationagent, any investment banking5% stockholder, legal partner or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not tootherwise, (a) solicit or initiate, solicit or seekparticipate in discussions or negotiations with, directly or indirectlyencourage the submission of bids, offers or proposals by (or commence negotiations with or provide any information to), any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) Person with respect to a mergeran acquisition of the Company, acquisition, consolidation, recapitalization, liquidation, dissolution its business or similar transaction involvingassets, or any purchase of all or any portion of the assets or any equity securities ofinterest therein, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")other than Investor, or (b) engage in any negotiations concerning, or provide any confidential non-public information concerning the Company, its business or data toassets, or have to any substantive discussions withPerson, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalother than Investor, except for product developers, distributors, publishers and licensees under agreements with the Merger contemplated herebyCompany entered into in the ordinary course of business consistent with past practices, and except for the Company's lender. If Notwithstanding the foregoing, the Company may entertain a written unsolicited bid or proposal from, and provide non-public information to, any party who delivers such a written bid or proposal with respect to an acquisition of the Company, its business or assets, but only if and so long as the Board determines in good faith by a majority vote (with the written concurring and concurrent advice from outside legal counsel) that failing to entertain such written bid or proposal would constitute a breach of the fiduciary duties of the Board under applicable law. The Company shall notify Investor in writing promptly upon receipt of any bids, offers or proposals received, written or oral. The Company further agrees that it will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers from other parties with respect to the Company, its business or assets, or any interest therein. The Company shall not commence any proceeding to merge, consolidate, liquidate or dissolve the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating obligate itself to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10do so.

Exclusivity. Except with respect to From the date hereof until the termination of this Agreement and Letter (such period, the transactions contemplated hereby“Exclusivity Period”): (a) none of the Parents, Seller, the Company, the Stockholders and any Company’s subsidiaries (including for purposes of their affiliates shall notthis Letter, and each NEG Holding, of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, which the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"is the managing member), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents(i) directors, have provided officers or affiliates or (ii) advisors, investment bankers, financial advisors, attorneys, accountants, consultants, agents or employees, but only in the case of clause (ii) if and to the extent authorized to act on the behalf of the foregoing for the following purposes (collectively, “Representatives”) shall directly or indirectly, (A) initiate, solicit, invite or facilitate any person inquiry, proposal or entity offer concerning the merger or sale of any of the assets of or equity interests in (whether by way of a single or series of direct purchases, mergers, or consolidations or otherwise) the Company or any of its subsidiaries, other than UniCapital) the sale of assets in the ordinary course of business consistent with past practice (any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromsuch inquires, or alternative offer or proposal, a “Competing Proposal”) or (B) engage or participate in any negotiations or discussions related concerning (it being understood that a discussion consisting of a rejection of negotiations or discussions or a referral to an Acquisition Proposal are sought to someone else who provides such a rejection shall not be initiated or continued with, it or any individual or entity referred to in the first sentence a violation of this Section 8.105(a)), or provide access to its properties, books and records or any nonpublic information or data to, any person in connection with, any Competing Proposal, or execute or enter into any agreement, understanding or letter of intent with respect to, or accept, any Competing Proposal, in each case other than the transactions expressly contemplated or permitted herein; (b) the Parents, Seller, the Company, the Company’s subsidiaries and their respective Representatives shall cease and terminate any and all discussions, negotiations and any provision of access to their properties, books and records, nonpublic information or data, with any person regarding any Competing Proposal (and shall promptly provide written notice to Buyer of receipt of any bona fide written Competing Proposal of which any of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ is aware, and the material terms and conditions thereof); (c) the Parents, Seller, the Company and their subsidiaries and Representatives shall instruct ▇▇▇▇ and NEGI’s employees, in their capacity as managers of the Company or its subsidiaries (and only to the extent that ▇▇▇▇ and such ▇▇▇▇ employees possess or have access to confidential or non-public information of, or participate in the management of, the Company or its subsidiaries (“NEGI’s Relevant Employees”), and the Parents, Seller, the Company and their subsidiaries shall use their commercially reasonable efforts, consistent with applicable laws, to cause ▇▇▇▇ and NEGI’s Relevant Employees: (i) not to provide access to any such confidential or nonpublic information or data to, any person in connection with any Competing Proposal; and (ii) to cease and terminate any and all provision of access to such confidential or nonpublic information or data, with any person regarding any Competing Proposal; and (d) the Parents and Seller shall, and shall cause the Company, the Company’s subsidiaries and their respective Representatives (i) to take affirmative action to prevent any registration statements of NEG, Inc., the Company or any of the Company’s subsidiaries filed with the SEC prior to the date hereof that are not yet effective, from being amended or becoming effective (provided, however, that Seller shall not be required to withdraw any such registration statements and shall not be prohibited from making any amendments thereto required by the SEC in order to avoid the forced involuntary withdrawal of such registration statements by the SEC); (ii) not to file any such registration statements or similar forms or register any securities with respect to NEG, Inc. the Company or any of the Company’s subsidiaries with the SEC; provided, that the foregoing shall not apply to ▇▇▇▇; and (iii) to cease all actions in furtherance of marketing or completing the initial public offering of NEG, Inc., the Company or any of the Company’ subsidiaries or making effective any registration statements, provided, that nothing in this clause (iii) will limit Seller’s right to continue internal preparation and discussions with its Representatives with respect to such registration statements so long as such actions are kept confidential.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding a Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company Company, any of its Subsidiaries or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalParent or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Parent immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of its Subsidiaries or any individual of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the receipt of such inquiry or entity referred to in the first sentence of this Section 8.10Proposal.

Exclusivity. Except with respect (a) During the Interim Period, the Company shall not take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the transactions contemplated hereby, other Transaction Agreements and the Company, consummation of the Stockholders and Transactions shall not be deemed a violation of this Section 9.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of their affiliates shall notits Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and each of them shall cause its respective employeesAffiliates and Representatives to, agents immediately cease any and representatives (includingall existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, without limitation, any investment banking, legal or accounting firm retained by it which is reasonably likely to give rise to or them and any individual member or employee of the foregoing) (eachresult in, an "Agent"Acquisition Transaction. (b) During the Interim Period, SPAC shall not totake, (a) initiatenor shall it permit any of its Affiliates or Representatives to take, solicit or seek, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to Person (other than the Company, its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, stockholders or any of their respective AgentsAffiliates or Representatives), have provided concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any person offer, inquiry, proposal or entity indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than UniCapital) with any confidential information or data relating to an Acquisition Proposalthe Company, then they shall request its stockholders and their respective Affiliates and Representatives; provided, that the immediate return thereof. The Company execution, delivery and performance of this Agreement and the Stockholders other Transaction Agreements and the consummation of the Transactions shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to not be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a violation of this Section 8.109.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. Except In consideration of the substantial expenditures of time and expense to be undertaken by Purchaser in connection with the consummation 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 this Agreement 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 direct the transactions contemplated herebyCompanies’ officers, directors, financial advisors, accountants, attorneys, and other Affiliates (collectively, together with the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing“Company Group”) (each, an "Agent") to not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation submissions of any proposal or offer (including, without limitation, offers from any proposal person or offer entity other than Purchaser relating to its shareholders any acquisition or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion part of the equity interests, assets or properties of the Bank, the sale or issuance of any equity securities ofinterests 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 merger or consolidation of the Company 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 (any such proposal or offer being hereinafter referred to as each an "“Acquisition Proposal"”), ; or (b) engage participate in any discussions or negotiations concerningregarding, or provide furnish any confidential information to any person or data toentity other than Purchaser, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort way or attempt to makeassist, implement or accept an Acquisition Proposalfacilitate, or (d) enter into or consummate encourage any agreement or understanding with Acquisition Proposal by any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) Purchaser; provided, however, nothing herein shall prohibit any director of any Company from exercising his or her fiduciary duties with respect to any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any unsolicited acquisition inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its their respective employees, agents Affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them their and any individual member or employee of the foregoing) (each, an "Agent") their respective Affiliates’ respective Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, encourage or facilitate any inquiries inquiry, indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for a merger, consolidation, amalgamation, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Shares, or similar transaction involving the making Transferred Companies or implementation any part of the Company Business, whenever conducted in any case other than in respect of ALNY (in each case, other than in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”), (ii) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder or (iii) accept any proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) with respect Alternate Bidder relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution possible Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any person Alternate Bidder, in each case other than in respect of ALNY or entity relating to the matters addressed in the Pre-Sale Transactions. In the event that either Seller or any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for such Seller shall promptly notify Buyer of such proposal and provide a summary of the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return terms and conditions thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the no Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the any Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition 45 Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the any Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to Until the termination of this Agreement and the transactions contemplated herebypursuant to Section 10.1, provided that neither Buyer is in breach of this Agreement, the Company, the Stockholders Seller jointly and severally agree that neither Seller nor any of their affiliates shall notits members or officers shall, and each of them that they shall cause its respective their Affiliates, employees, agents and representatives Representatives not to (including, without limitation, and shall not authorize any investment banking, legal or accounting firm retained by it or of them and any individual member or employee of the foregoingto) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or the making, submission or announcement of, any inquiries offer or proposal from any Person (other than the making or implementation of Buyers) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisitionsale of substantial assets (including the license of any assets), consolidationsale of shares of stock or securities of Seller, recapitalization, liquidation, dissolution or similar transaction involvingbusiness combination involving Seller, or any purchase of all other takeover or business combination transaction involving Seller or any portion sale of the assets or any equity securities of, the Company Acquired Assets other than in accordance with this Agreement (any such proposal or offer being hereinafter referred to as each an "“Acquisition Proposal"”); (ii) participate in any discussions or negotiations regarding, or (b) engage in furnish to any negotiations concerning, or provide Person any confidential nonpublic information or data with respect to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to makerespect with, implement or accept an any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or recommend any Acquisition Proposal; or (dv) enter into any letter of intent or consummate similar document or any agreement contract, agreement, arrangement, understanding or understanding commitment, whether binding or non-binding, contemplating any Acquisition Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Agreement. The Seller shall immediately cease any and all existing activities, discussions or negotiations with any person or entity relating Third Parties conducted heretofore with respect to an any Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to (a) From the date of this Agreement and ending on the transactions contemplated herebyearlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Section 10.01, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause the Company Subsidiaries and its and 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") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (A) enter into, knowingly solicit, initiate or continue any inquiries discussions or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any purchase of all inquiries, offers or any portion of the assets proposals (written or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")oral) by, or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person relating to or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an Acquisition Proposal“Alternative Transaction”), other than with the other Parties and their respective Representatives, (cB) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any effort or attempt way that would otherwise reasonably be expected to makelead to, implement or accept an Acquisition Proposalany Alternative Transaction, or (dC) enter into any contract or consummate any agreement other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (E) approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (F) prepare or take any steps in connection with a public offering of any Equity Interests of the Company or any of the Company Subsidiaries or (G) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 8.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or entity relating destroy all Confidential Information furnished to an Acquisition Proposalsuch Person by or on behalf of it prior to the date hereof (to the extent so permitted under, except for and in accordance with the Merger contemplated herebyterms of, such confidentiality agreement). If the Company or any Stockholder, of its subsidiaries or any of its or their respective Agents, have provided Representatives receives any person inquiry or entity (other than UniCapital) proposal with any confidential information or data relating respect to an Acquisition ProposalAlternative Transaction at any time prior to the Closing, then they the Company shall request promptly (and in no event later than two (2) Business Days after the immediate return thereofCompany becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (in which case, the Company will use commercially reasonable efforts to seek a waiver of any applicable confidentiality restrictions). The Without limiting the foregoing, Company agrees that any violation of the restrictions set forth in this Section 8.04(a) by it or any of the Company Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 8.04(a) by the Company. (b) From and after the Stockholders date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.01, (i) Parent shall notify UniCapital immediately if not, and shall direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, knowingly facilitate or encourage or submit an indication of interest for, any inquiries, proposals or offers offer to a person (including any financial investor or group of financial investors) concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of Parent or any capital stock or other equity securities of Parent, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities or other similar transaction (“Parent Acquisition Proposal”), or (B) participate in any negotiations relating to an a Parent Acquisition Proposal are received byand (ii) Parent shall, any confidential information or data is requested fromand shall cause its Representatives to, or (A) terminate immediately any negotiations or discussions related with any Person relating to an a Parent Acquisition Proposal are sought and (B) promptly advise the Company in writing of any proposal regarding a Parent Acquisition Proposal that it has received (it being understood that Parent shall not be required to be initiated inform the Company of the identity of the person making such proposal or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10material terms thereof).

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, the Stockholders Partnership nor any Partner and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company Partnership (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger acquisition contemplated hereby. If the Company Partnership or any StockholderPartner, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Partnership and the Stockholders Partners shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to From the Signing Date through the Closing or the earlier termination of this Agreement Agreement, the Company shall not (and the transactions contemplated hereby, Beneficial Owners shall not permit the Company, the Stockholders and any of their affiliates shall notCompany to), and shall cause each of them shall cause its respective employeesRepresentatives (including investment bankers, agents attorneys and representatives (includingaccountants), without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person or group, other than the making Buyer and its Affiliates and Representatives, concerning any sale or implementation exclusive license of all or a material portion of the Company’s assets, or of any proposal capital stock or offer (includingmembership interests, without limitationas applicable, any proposal or offer to its shareholders of the Company, or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, involving the Company (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). From the Signing Date through the Closing or the earlier termination of this Agreement, neither the Company nor any such Beneficial Owner shall, directly or indirectly, through any member, officer, employee, Representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer being hereinafter referred from any Person relating to as an "any Proposed Acquisition Proposal"), Transaction or (b) engage participate in any negotiations concerningregarding, or provide furnish to any confidential other Person any information or data towith respect to the Company for the purposes of, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make, implement seek or accept an effect a Proposed Acquisition Proposal, Transaction. The Company shall promptly (and in any event within 24 hours after the Company’s or its Representative’s receipt) notify Buyer (dorally and in writing) enter into or consummate if any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholdersuch offer, or any of their respective Agents, have provided any person inquiry or entity (other than UniCapital) contact with any confidential information or data relating to Person with respect thereto, is made, including the identity of the Person making the Proposed Acquisition Transaction and the material terms and conditions thereof (including an unredacted copy of such Proposed Acquisition ProposalTransaction or, then they shall request where such Proposed Acquisition Transaction is not in writing, a description of the immediate return financial and other material terms thereof). The Company shall, and shall cause its Affiliates to, promptly request any Person that has executed a confidentiality or non- disclosure agreement in connection with any actual or potential Proposed Acquisition Transaction that remains in effect as of the Stockholders shall notify UniCapital immediately if any inquiries, proposals Signing Date to return or offers related to an Acquisition Proposal are received by, any destroy all confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence possession of this Section 8.10such Person or its Representatives.

Exclusivity. Except with respect to Seller agrees that, from the date hereof through and including the earlier of the Closing Date or the termination of this Agreement and the transactions contemplated herebyin accordance with Article IX hereof, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them Seller shall cause each other Transferred Company, and its and their respective employees, agents Affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (a) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the making proposed, surviving, merged, acquiring or implementation of any proposal or offer (including, without limitationacquired corporation, any proposal or offer to its shareholders or any of them) with respect to material transaction involving a merger, acquisition, consolidation, recapitalizationbusiness combination, liquidation, dissolution purchase or similar transaction involving, or disposition of any purchase of all or any portion amount of the assets or capital stock of or other equity interest in any equity securities ofof the Transferred Companies (other than the transactions contemplated by this Agreement) (a “Competing Transaction”), (b) facilitate, encourage, solicit, initiate or participate in discussions, negotiations or submissions of proposals or offers in respect of a proposed Competing Transaction, (c) furnish or cause to be furnished, to any Person (other than CEPCB and its Affiliates and representatives), any information concerning the Company (business, operations, properties or assets of any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")of the Transferred Companies in connection with a proposed Competing Transaction, or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cd) 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 make, implement do or accept an Acquisition Proposal, or (d) enter into or consummate seek any agreement or understanding with any person or entity relating to an Acquisition Proposalof the foregoing, except for in each of the Merger foregoing cases with respect to the transactions contemplated herebyherein. If Notwithstanding the Company foregoing, nothing in this Section 6.12 or any Stockholderother provision of this Agreement shall preclude AMVEST Corporation or any of its Affiliates from pursuing the sale of any or all of its assets, or any or all of their respective Agentsthe shares of capital stock or membership interests, have provided any person as applicable, of its subsidiaries or entity (itself, other than UniCapital) with any confidential information the assets, capital stock or data relating to an Acquisition Proposal, then they shall request membership interests of the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Transferred Companies.

Exclusivity. Except with respect to From and after the date hereof through the termination of this Agreement and in accordance with the transactions contemplated herebyterms hereof (the “Specified Time”), the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective officers, directors, controlling persons, equityholders, employees, agents representatives, agents, advisors and representatives Affiliates (includingcollectively, 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"“Company Representatives”) not to, directly or indirectly: (a) submit, initiate, solicit solicit, encourage or seekotherwise facilitate or discuss or enter into any agreement or accept any inquiry, directly proposal, offer or indirectlydiscussion with any party (other than Parent or its Affiliates) concerning any Acquisition Proposal; (b) furnish any information concerning the business, properties or assets of the Company to any inquiries Person (other than Parent or the making or implementation of any its Affiliates) in connection with an inquiry, proposal or offer for an Acquisition Proposal; or (includingc) engage in discussions or negotiations with or otherwise facilitate or assist any party (other than Parent or its Affiliates) concerning any such inquiry, without limitation, any proposal or offer for an Acquisition Proposal. From and after the date hereof, the Company shall promptly advise Parent in writing of the receipt of any inquiry, proposal or offer for an Acquisition Proposal and provide details of such Acquisition Proposal and a copy of any written communication regarding any Acquisition Proposal. The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Parent or its shareholders or any of themAffiliates) conducted heretofore with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and represents that neither it nor any of Company Representatives will, by pursuing the Stockholders shall notify UniCapital immediately if Transactions, violate the terms of any inquiries, proposals other agreement or offers related obligation to an Acquisition Proposal are received by, any confidential information or data is requested from, which they or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10such Company Representative is subject.

Exclusivity. Except with respect to (a) The Owner and the Company agree that from the date of this Agreement and until the transactions contemplated herebyearlier of: (i) when this Agreement is terminated under the terms hereof, or (ii) the Company, Closing (the Stockholders and “Exclusivity Period”); neither the Company nor any of their affiliates shall notrespective officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekAffiliates shall, directly or indirectly, any inquiries or the making or implementation of any proposal or offer : (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (dA) enter into any written or consummate any oral agreement or understanding with any person Person (other than the Purchaser) regarding the sale (whether by sale of stock, merger, consolidation, sale of assets or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If other disposition) of all or any part of the Company or any Stockholder, or any material portion of their respective Agents, have provided assets or any person issued or entity any unissued capital stock (“Another Transaction”); (B) enter into or continue any negotiations or discussion with any Person (other than UniCapitalthe Purchaser) regarding the possibility of Another Transaction; (C) except as otherwise required by Law, order of a Governmental Authority or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Company (including this Agreement and any materials containing the Purchaser’s proposal) to any Person (other than the Purchaser and its representatives); (D) except as required by Law or as may be necessary to comply with the terms and provisions of this Agreement, identify the Purchaser as an acquirer of the Company, or disclose the existence of or any confidential information related to this Agreement or data the Transactions contemplated hereby; or (E) solicit, initiate, facilitate or encourage (including by way of providing information regarding the Company or the Business to any Person or providing access to any Person) the submission of any inquiry, proposal or offer from any Person relating to an Acquisition ProposalAnother Transaction, then they and the Company shall request cause its directors, officers, employees, agents, representatives and Affiliates to refrain from any of the immediate return thereof. foregoing. (b) The Company shall notify the Purchaser promptly, but in any event within twenty-four (24) hours, orally and in writing upon learning of or receiving any such inquiry, proposal or offer relating to Another Transaction. Any such notice to the Purchaser shall indicate in reasonable detail the identity (to the extent not prohibited by the terms of any confidentiality agreement existing on the date of this Agreement) of the Person making such inquiry, proposal or offer, and the Stockholders terms and conditions of such inquiry, proposal or offer. No Company shall notify UniCapital immediately if release any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested Person from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement to an Acquisition Proposal are sought to which the Company is a party, without the prior written consent of the Purchaser (which shall not be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10unreasonably delayed).

Exclusivity. Except with respect (a) During the Interim Period, the Company shall not take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the transactions contemplated hereby, other Transaction Agreements and the Company, consummation of the Stockholders and Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of their affiliates shall notits Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and each of them shall cause its respective employeesAffiliates and Representatives to, agents immediately cease any and representatives (includingall existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, without limitation, any investment banking, legal or accounting firm retained by it which is reasonably likely to give rise to or them and any individual member or employee of the foregoing) (eachresult in, an "Agent"Acquisition Transaction. (b) During the Interim Period, SPAC shall not totake, (a) initiatenor shall it permit any of its Affiliates or Representatives to take, solicit or seek, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to Person (other than the Company, its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, stockholders or any of their respective AgentsAffiliates or Representatives), have provided concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any person offer, inquiry, proposal or entity indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than UniCapital) with any confidential information or data relating to an Acquisition Proposalthe Company, then they shall request its stockholders and their respective Affiliates and Representatives; provided, that the immediate return thereof. The Company execution, delivery and performance of this Agreement and the Stockholders other Transaction Agreements and the consummation of the Transactions shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to not be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a violation of this Section 8.108.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Shareholders agree that they will not, and each of them shall they will cause its the Representative and the Acquired Companies and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (a) encourage, initiate, solicit, seek or respond to any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution 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, any Acquired Company, or which could reasonably be expected to impair, prevent or delay or dilute the Company benefits to the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) continue, engage in in, initiate or otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person Person relating to an Acquisition a Proposal, ; (c) otherwise facilitate, encourage or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal. The Shareholders shall, except for and shall cause the Merger contemplated hereby. If Acquired Companies and the Company or Representative to, immediately cease and cause to be terminated (a) all existing discussions, conversations, negotiations and other communications with any Stockholder, Persons (other than Buyer or any of its Affiliates or its and their respective Agentsrepresentatives) conducted heretofore with respect to any of the foregoing, have provided (b) access of any person or entity Person (other than UniCapitalBuyer or any of its Affiliates or its and their representatives) to any data room hosted in connection with any Proposal and (c) request return of or destruction of the confidential information previously provided by the Acquired Companies or data relating to an Acquisition Proposal, then they shall request the immediate return thereofon their behalf. The Company and the Stockholders Shareholders shall notify UniCapital the Buyer in writing immediately if of (and in any event within one Business Day of the receipt of) any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, any Shareholder, any Acquired Company or any of their respective directors, officers, managers, Employees and Affiliates or, to the Knowledge of the Company, 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 entity referred employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in the first sentence of this Section 8.10connection therewith.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause its the Company and their respective directors, officers, employees, Affiliates and other agents and representatives Representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital the Buyer or the Acquisition Sub immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it the Seller, the Company or any individual or entity referred of their respective directors, officers, employees and Affiliates or, to its knowledge, any other Agent. Notwithstanding anything in the first sentence of this Section 8.106.15 to the contrary, the Seller shall not be restricted in any way from participating in any discussions or negotiations, or entering into any agreements, in connection with any transaction which pertains or relates to the acquisition, merger, recapitalization or any other business combination involving the Seller or any Affiliate of the Seller (other than the Company).

Exclusivity. Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated herebyTransactions, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause its Subsidiaries not to, it will use its reasonable best efforts to cause its and its Subsidiaries’ respective employeesdirectors, officers, and employees not to, and it shall direct its and the Subsidiaries’ Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, any proposal or offer to its shareholders Stockholders or any of themthem individually) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any a Contract, agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company Company, any of the Subsidiaries or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalBuyer’s or the Company’s or the Subsidiaries’ Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of the Subsidiaries or any individual of their respective directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.

Exclusivity. Except During the period between January 20, 2016 and ending on the earlier of Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company Company, any of its Subsidiaries or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalBuyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of its Subsidiaries or any individual 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 Proposal, inquiry or entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, none of the Company, the Stockholders and Stockholder nor any of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Stockholder shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to this Agreement and as disclosed in Section 6.16 of the Disclosure Letter (Restructuring), until consummation of the transactions contemplated herebyhereby or the termination of this Agreement pursuant to Article VIII, none of the Company, the Stockholders and Sellers nor any of their affiliates shall notrespective Affiliates, or their respective representatives, officers, employees, directors or agents will (and each of them the Sellers shall cause the Acquired Companies and its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Subsidiaries not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (i) submit, solicit, initiate or the making or implementation of discuss any proposal or offer from any Person or enter into any agreement or accept any offer relating to any (includinga) reorganization, without limitationliquidation, any proposal dissolution, or offer to its shareholders or recapitalization of any of themthe Acquired Companies, the Subsidiaries or the Business, (b) merger or consolidation involving any of the Acquired Companies, the Subsidiaries and the Business, (c) purchase or sale of any assets or capital stock (other than a purchase or sale of inventory and equipment in the ordinary and usual course of business consistent with past practice) of any of the Acquired Companies or the Subsidiaries or (d) similar transaction or business combination involving any of the Acquired Companies, the Subsidiaries, the Business and the assets of any of them (other than purchases or sales of inventory and equipment in the ordinary and usual course of business consistent with past practice) (each of the foregoing actions described in clauses (a) through (d), a "Company Transaction") or (ii) furnish any 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 to do any of the foregoing. The Sellers agree to notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Transaction.

Exclusivity. Except During the Interim Period, except with respect to this Agreement and the transactions contemplated hereby, the Company, Company and the Stockholders and any of their affiliates shall agree that they will not, and each of them shall they will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, lending, financing, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company Company, any of its Subsidiaries or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalBuyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of its Subsidiaries or any individual 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 Proposal, inquiry or entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.

Exclusivity. Except with respect to Until the Closing occurs or this Agreement is terminated in accordance with its terms, Seller covenants and the transactions contemplated hereby, the Company, the Stockholders and agrees that neither Seller nor any of their affiliates shall notits equityholders, and each of them shall cause its respective employeesmanagers, members, consultants, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekotherwise will, directly or indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any inquiries Person other than Purchaser, Purchaser Parent or their Affiliates or representatives relating in any way to (a) any investment in the making Seller, (b) any acquisition of direct or implementation indirect control of the Seller, (c) the purchase of any proposal of the Purchased Assets, except for inventory sold in the ordinary course of business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or offer other disposition of any of the Purchased Assets, or (includinge) any business combination or other transaction involving the Seller, including without limitation, any merger, consolidation, acquisition, tender or exchange offer purchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the Seller (each, an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person any information for any purpose inconsistent with the foregoing, (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing or (iv) formulate or disclose any intention, plan or arrangement inconsistent with the foregoing. Seller will (A) immediately notify Purchaser in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal or offer to its shareholders is made, or any of them) information is requested by any Person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution any Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating which could lead to an Acquisition Proposal, (cB) otherwise cooperate immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and (C) in the event a third party makes a written offer or proposal to the Seller or any effort or attempt of the members of Seller with respect to make, implement or accept an any Acquisition Proposal, the Seller will promptly send to Purchaser a complete copy of any such written offer or (d) enter into or consummate any agreement or understanding proposal. The Seller shall, and shall use commercially reasonable efforts to ensure that its managers, members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any person or entity relating Persons with respect to an any Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, the Stockholders and any Shareholder nor any of their affiliates shall notshall, and each of them shall cause its respective directors, shareholders, 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 "AgentAGENT") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, an acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any StockholderShareholder, or any of their respective Agents, have provided any person or entity (other than UniCapitalFASTNET) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Shareholders shall notify UniCapital FASTNET immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.107.9.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders Indemnity Unitholder and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themthe Indemnity Unitholder) with respect to a merger, an acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger merger contemplated hereby. If the Company or any Stockholderthe Indemnity Unitholder, or any of their respective Agents, have provided any person or entity (other than UniCapitalIntegra) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Indemnity Unitholder shall notify UniCapital Integra immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.105.9.

Exclusivity. Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will use its best efforts to cause its respective employeesdirectors, officers, and employees not to, and it shall direct its Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, any proposal or offer to its shareholders or any of thema Seller individually) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any a Contract, agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalPurchaser’s or the Company’s Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Purchaser immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of the Subsidiaries or any individual of their respective directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.

Exclusivity. Except with respect to (a) During the Interim Period, except as permitted by this Agreement and the transactions contemplated herebyAgreement, the CompanyGroup Companies shall not take, the Stockholders and nor shall they permit any of their affiliates shall notrespective Affiliates or Representatives to take, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal Person (other than the SPAC Parties and their Affiliates or offer to its shareholders or any of themRepresentatives) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or concerning any purchase of all or any portion of the assets Company Membership Interests or other equity securities of the Company or the issuance and sale of any equity securities of, or membership interests in, the Group Companies or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary and usual course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). Notwithstanding the foregoing, the Company may respond to any such unsolicited proposal or offer being hereinafter referred regarding an Acquisition Transaction by indicating only that the Company is subject to as an "Acquisition Proposal")exclusivity agreement and is unable to provide any information related to the Group Companies, the Transactions, or (b) entertain any proposals or offers or engage in any negotiations concerningor discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify SPAC of such facts and circumstances. The Group Companies shall, and shall cause their respective Affiliates and Representatives to, immediately cease any and all existing discussions or provide negotiations with any confidential information or data Person conducted prior to the date hereof with respect to, or have which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, the SPAC Parties shall not take, nor shall it permit any substantive of their 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 person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposalagreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalother than the Group Companies, except for the Merger contemplated hereby. If the Company or any StockholderMembers, or any of their respective AgentsAffiliates or Representatives), have provided concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any person offer, inquiry, proposal or entity indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”), other than UniCapital) with the Group Companies, the Company Members and their respective Affiliates and Representatives. The SPAC Parties shall, and shall cause their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any confidential information Person conducted prior to the date hereof with respect to, or data relating which is reasonably likely to give rise to or result in, a Business Combination Proposal. Notwithstanding the foregoing and in addition thereto, the SPAC may respond to any unsolicited proposal regarding a Business Combination Proposal by indicating only that SPAC is subject to an Acquisition Proposalexclusivity agreement and is unable to provide any information related to SPAC, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if Transactions or entertain any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to an Acquisition concerning a Business Combination Proposal are sought to be initiated or continued withfor as long as that exclusivity agreement remains in effect and, it or any individual or entity referred to in the first sentence such event, SPAC shall notify Company of this Section 8.10such facts and circumstances.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiateFrom and after the date hereof until the Effective Time or, solicit if earlier, the valid termination of this Agreement in accordance with Section 9.01, the Company shall not take, nor shall it permit any of its affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries 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 Novus, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction any merger, sale of ownership interests and/or assets (other than asset sales in the ordinary course of business) of the Company, recapitalization or similar transaction, in each case other than (i) the Transactions, (ii) any purchase of shares of Novus Common Stock in any Private Placement, or (iii) any issue of shares of Company Preferred Stock or Company Common Stock or any Company Series C Interim Preferred Stock or indebtedness or other securities convertible into or exercisable for any such Company Preferred Stock or Company Common Stock permitted without the consent of Novus in accordance with Section 6.01(b), including in any Company Permitted Interim Financing (a “Company Business Combination Proposal”) other than with Novus, its stockholders and their respective affiliates and Representatives or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) PIPE Investors with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthe Private Placement; provided that the foregoing shall not apply to, or any purchase of all or any portion of the assets or any equity securities of, restrict the Company (any such proposal from soliciting, structuring, entering into or offer being hereinafter referred to as an "Acquisition Proposal"), or consummating a Company Permitted Interim Financing. (b) After the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, Novus shall not, nor shall Novus permit any of its controlled affiliates or Representatives to, solicit, initiate, continue or engage in any discussions or negotiations concerningwith, or provide enter into any confidential information or data toagreement with, or have any substantive discussions withencourage, respond, provide information to or commence due diligence with respect to, any person relating to an Acquisition Proposal(other than the Company, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or its stockholders and/or any of their respective Agentsaffiliates or Representatives), have provided concerning any person merger, purchase of ownership interests or entity assets of Novus, recapitalization or similar business combination transaction or any other “Business Combination” (as defined in the Novus Organizational Documents), in each case, other than UniCapital) the Transactions (a “Novus Business Combination Proposal”). In addition, Novus shall, and shall cause its controlled affiliates to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any confidential information or data relating Person with respect to an Acquisition any Novus Business Combination Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Parties shall not, and each of them shall cause their respective Subsidiaries and its and 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") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (a) enter into, solicit, initiate or continue any inquiries discussions or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or encourage or respond to any purchase inquiries, indications of all interest, offers or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")proposals by, or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person relating Person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning an Alternative Transaction, (b) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to an Acquisition Proposalany Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, or in response to, any Alternative Transaction, (c) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (d) furnish any non-public information regarding such Party or its Subsidiaries, and its and their respective businesses, operations, assets, liabilities, financial condition, prospects or employees in connection with, or that would reasonably be expected to lead to, an Alternative Transaction to any Person or group (other than a Party and its Representatives), (e) release any Third Party from, or waive any provision of, any confidentiality agreement to which such Party is a party or (f) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Third Party to makedo or seek to do any of the foregoing or seek to circumvent this ‎Section 6.04; provided that the execution, implement delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this ‎Section 6.04. For purposes of this Agreement, an “Alternative Transaction” shall mean (i) with respect to the Company, (x) the issuance, sale or accept an Acquisition Proposaltransfer to or investment by any Person in any newly issued or currently outstanding Equity Interest in the Company (whether by merger, recapitalization, tender offer or otherwise), (y) the sale or transfer of any assets of the Company to any Person (except, in the cases of clauses (x) and (y) with respect to any de minimis transfers of Equity Interests or assets or any issuance, sale, transfer, investment of Equity Interests or assets permitted by the terms of this Agreement, the Support Agreements or the Plan of Arrangement), or (dz) enter into any merger or consummate business combination between the Company and any other Person, and (ii) with respect to SPAC, any direct or indirect acquisition of assets or business of any Person, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, that would constitute an “initial business combination” as defined in SPAC’s prospectus for its initial public offering. Each Party shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction. Each Party also agrees that it shall promptly request each Person (other than the Parties and their respective Representatives) that since January 1, 2022 has executed a confidentiality agreement in connection with its consideration of an Alternative Transaction to return or understanding destroy all confidential information furnished to such Person by or on behalf of it prior to the date hereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time during the Interim Period, then such Party shall (A) promptly (and in no event later than forty-eight (48) hours after such Party becomes aware of such inquiry or proposal) notify the other Party and describe the material terms and conditions of any such Alternative Transaction in reasonable detail (including the identity of any person or entity relating making such inquiry or proposal) and (B) keep the other Party fully informed on a current basis (within forty-eight (48) hours) of any modifications to an Acquisition Proposalsuch offer or information. Without limiting the foregoing, except for the Merger contemplated hereby. If Parties agree that any violation of the Company or any Stockholder, restrictions set forth in this ‎Section 6.04 by a Party or any of its Subsidiaries or its or their respective Agents, have provided any person Affiliates or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they Representatives shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.10‎Section 6.04 by such Party.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause the Company and its respective managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Seller or Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into a contract, arrangement or consummate any agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately Buyer promptly if any substantive inquiries, proposals proposals, or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller, Company, or any individual or entity referred of their respective Agents. Notwithstanding the foregoing, Seller, the Company and each of its Agents may take such actions as any of them reasonably deem appropriate to satisfy the condition set forth in Section 7.1(c). The obligations set forth in this Section 6.12 shall expire upon the first sentence earlier of (i) termination of this Agreement and (ii) the Closing Date. For the avoidance of doubt, nothing in this Section 8.106.12 shall be deemed to restrict, prohibit or (except for this sentence) apply to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the equity securities of any direct or indirect equityholder of Seller.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, and each of them shall cause its the Company and each CLA Company and their respective employees, agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders Stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or any CLA Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for and the Merger contemplated hereby. If the Company, any CLA Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they the Stockholders shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders and any of their affiliates shall EUSA agrees that it will not, and EUSA agrees it will cause each of them shall cause its respective employees, agents Company 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") each Company’s Representatives not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate or encourage the submission of any proposal, offer or contact from any Person (other than the Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of any equity interest or material assets (other than the sale of assets in the ordinary course of business) of any Company or any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization, redemption or similar transaction involving any Company (in each case, an “Acquisition Proposal”); (b) participate in any discussion or negotiation regarding any Acquisition Proposal; or (c) furnish to any other Person (other than the Buyer and its Affiliates and Representatives) any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any inquiries effort or attempt by any Person (other than the making or implementation of Buyer and its Affiliates and Representatives) to effect an Acquisition Proposal. EUSA shall, and shall cause its Representatives to, immediately cease any proposal or offer (includingexisting activities, without limitation, discussions and negotiations with any proposal or offer to its shareholders or any of them) Person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company foregoing. EUSA shall promptly (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage but in any negotiations concerning, or provide event within one (1) day) notify the Buyer orally and in writing of any confidential information or data to, or have written proposal from any substantive discussions with, any person Person (other than the Buyer and its Affiliates and Representatives) relating to an Acquisition ProposalProposal or request for disclosure or access reasonably likely to be related to the making of such a proposal, (c) otherwise cooperate indicating, in any effort or attempt to makeconnection with such notice, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If identity of the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Person making such proposal and the Stockholders shall notify UniCapital immediately if terms and conditions of any inquiriessuch proposal, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10including all written documentation relating thereto.

Exclusivity. Except with respect to Until the earlier of (x) the Closing and (y) such time as this Agreement and is terminated in accordance with Article 9, except for the transactions contemplated herebyby this Agreement, the Company, the Stockholders and any of their affiliates shall Company will not, and each of them shall will cause its respective employees, agents Affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee the other members of the foregoing) (each, an "Agent") Company Group not to, (a) initiate, solicit or seekand will direct its Representatives not to, directly or indirectly, solicit, knowingly encourage, participate in, initiate, engage in or enter into, or furnish to any inquiries other Person any information with respect to, or the making otherwise cooperate in any way in any proposal, communication, negotiation, discussion, Contract, agreement, instrument, arrangement or implementation of any proposal or offer (including, without limitationunderstanding with, any proposal party (other than Parent and its Affiliates and its and their respective Representatives), that constitutes or offer relates to, or could reasonably be expected to lead to, an Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall notify Parent promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. The Company shall not, and shall cause its shareholders Affiliates and the other members of the Company Group not to, and will direct their respective Representatives not to release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of them) with respect to the Company Subsidiaries is a mergerparty, acquisitionwithout the prior written consent of Parent. For purposes of this Agreement, consolidation, recapitalization, liquidation, dissolution “Acquisition Proposal” means any offer or similar transaction involvingproposal for, or any indication of interest in, any of the following (other than the Merger): (i) any direct or indirect acquisition or purchase of all or any portion of the assets capital stock or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If other Equity Securities of the Company or any Stockholder, of the Company Subsidiaries or assets of the Company or any of their respective Agents, have provided any person or entity the Company Subsidiaries (other than UniCapitalinventory to be sold in the ordinary course of business consistent with past practice), (ii) with any confidential information merger, consolidation or data other business combination relating to an Acquisition Proposalthe Company Group or (iii) any recapitalization, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, reorganization or any negotiations other extraordinary business transaction involving or discussions related otherwise relating to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Company Group.

Exclusivity. Except with respect to (a) From the date of this Agreement and ending on the transactions contemplated herebyearlier of (a) the Closing and (b) the termination of this Agreement, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingproposals by, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions with, any person relating to an way regarding a Company Acquisition Proposal, (cii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any effort way that would otherwise reasonably be expected to lead to, any Company Acquisition Proposal or attempt to make(iii) commence, implement continue or accept an renew any due diligence investigation regarding any Company Acquisition Proposal; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby shall not be deemed a violation of this Section 7.6. The Company shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating conducted heretofore with respect to an any Company Acquisition Proposal, except for the Merger contemplated hereby. If the The Company or any Stockholder, or any of their respective Agents, have provided any also agrees that it will promptly request each person or entity (other than UniCapitalthe parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with any confidential information its, his or data relating her consideration of acquiring the Company to an return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. For purposes hereof, “Company Acquisition Proposal” means any inquiry, then they shall request proposal or offer concerning a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the immediate return thereof. The Company and sale, lease, exchange or other disposition of all or substantially all of the Stockholders shall notify UniCapital immediately if any inquiries, proposals properties or offers related to an Acquisition Proposal are received by, any confidential information assets or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in equity interests of the first sentence of this Section 8.10Company.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall will cause its respective directors, officers, managers, employees, Affiliates and other 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") Representatives not to, : (a) encourage, initiate, solicit solicit, seek or seekrespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution 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 (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or (b) continue, engage in in, initiate or otherwise participate in, any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person Person relating to an Acquisition a Proposal, (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, or (d) enter into or consummate any agreement or understanding a Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately 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 an Acquisition a Proposal are received by, (ii) any confidential information or data is requested from, or (iii) any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it the Seller or its directors, officers, managers, employees and Affiliates or, to the Knowledge of the Seller, any individual or entity referred 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 first sentence identity of this Section 8.10any Person making any such Proposal.

Exclusivity. Except In consideration of the expenses that the Company has incurred and will incur in connection with respect to this Agreement and the transactions contemplated herebyMerger, the Company, Aloft and the Stockholders and Shareholder Representatives agree that until such time as this Agreement has terminated in accordance with the provisions of Article VIII below (such period, the “Exclusivity Period”), neither Aloft or any of their affiliates shall notits Representatives, and each of them shall cause its respective officers, employees, agents directors, agents, members, subsidiaries or Affiliates or any of its representatives, officers, employees, directors, agents, members, subsidiaries or affiliates (collectively with Aloft and representatives (includingall such persons and entities, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing“Seller Group”) (each, an "Agent") not to, (a) shall initiate, solicit solicit, entertain, negotiate, accept or seekdiscuss, directly or indirectly, any inquiries or the making or implementation of any proposal or offer from any person or group of persons other than the Company and its Affiliates (including, without limitation, any proposal or offer an “Acquisition Proposal”) to its shareholders acquire all or any significant part of them) with respect to a the business and properties, or equity securities of Aloft (other than employee equity or incentive compensation in the ordinary course, or for bona fide financing purposes), whether by merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all equity interests, purchase of assets, tender offer or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningotherwise, or provide any confidential non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger with the Company. Aloft agrees to immediately notify the Company if any member of the Seller Group receives any indications of interest, requests for information or data to, or have any substantive discussions with, any person relating to offers in respect of an Acquisition Proposal, (c) otherwise cooperate and will advise any such Party that it is precluded from engaging in any effort discussions or attempt to make, implement or accept an Acquisition Proposalnegotiations, or (d) enter into entertaining or consummate acting upon any agreement offer which will interfere with the Company’s rights. Immediately upon execution of this Agreement, Aloft shall, and shall cause the Seller Group to, terminate any and all existing discussions or understanding negotiations with any person or entity relating to group of persons other than the Company and its Affiliates regarding an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and Shareholder Representatives represents that, to the Stockholders shall notify UniCapital immediately if knowledge of the Shareholder Representatives, no member of the Seller Group is party to or bound by any inquiries, proposals or offers related agreement with respect to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of other than under this Section 8.10.Agreement

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and The Company will not authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, Affiliates or employees or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (a) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate engage in discussions with any effort Person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or attempt to make, implement or accept an recommend any Acquisition Proposal, or (d) enter into any letter of intent or consummate similar document or any contract, agreement or understanding commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its subsidiaries will, and will use best efforts to cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any person or entity relating parties conducted heretofore with respect to an any Acquisition Proposal. Without limiting the foregoing, except for it is understood that any violation of the Merger contemplated hereby. If restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any Stockholderof its subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they its subsidiaries shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.105.5 by the Company.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiateExcept as set forth on Schedule 7.03(a), solicit during the Interim Period, the Company shall not take, nor shall it permit any of its Affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company Ordinary Shares or other equity securities of the Company or the making or implementation issuance and sale of any proposal securities of, or offer equity interests in, the Company or its Subsidiaries (including, without limitation, other than any proposal purchases of the Company Ordinary Shares or offer to other equity securities of the Company by the Company from employees of the Company or its shareholders Subsidiaries or by any current equity holder of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution the Company or similar transaction involvingCompany Shareholders, or any purchase merger or sale of all substantial assets involving the Company or any portion of the its Subsidiaries, other than immaterial assets or any equity securities ofassets sold in the ordinary and usual course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). Notwithstanding the foregoing, the Company (may respond to any such unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or offer being hereinafter referred to as an "Acquisition Proposal"), entertain any proposals or (b) offers or engage in any negotiations concerningor discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in such event, the Company shall notify SPAC of such facts and circumstances. The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or provide negotiations with any confidential information or data Person conducted prior to the date hereof with respect to, or have 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 substantive 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 person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposalagreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalother than the Company, except for the Merger contemplated hereby. If the Company or any Stockholder, or Shareholders and/or any of their respective AgentsAffiliates or Representatives), have provided concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any person offer, inquiry, proposal or entity indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”), other than UniCapital) with the Company, the Company Shareholders and their respective Affiliates and Representatives. SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any confidential information Person conducted prior to the date hereof with respect to, or data relating which is reasonably likely to give rise to or result in, a Business Combination Proposal. Notwithstanding the foregoing and in addition thereto, the SPAC may respond to any unsolicited proposal regarding a Business Combination Proposal by indicating only that SPAC is subject to an Acquisition Proposalexclusivity agreement and is unable to provide any information related to the SPAC, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if Transactions or entertain any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to an Acquisition concerning a Business Combination Proposal are sought to be initiated or continued withfor as long as that exclusivity agreement remains in effect and, it or any individual or entity referred to in such event, the first sentence SPAC shall notify Company of this Section 8.10such facts and circumstances.

Exclusivity. Except with respect to this Agreement and The Company agrees that, during the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates shall Company will not, and will cause each of them shall cause its respective directors, officers, employees, agents representatives, agents, subsidiaries, affiliates, 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") stockholders not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer offers from any Person (including, without limitation, other than Buyer and its representatives) concerning (i) any proposal transfer or offer to its shareholders or any sale of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase assets of all or any portion of the assets or any equity securities of, the Company (not in the Ordinary Course of Business); (ii) the issuance of any such proposal capital stock or offer being hereinafter referred other equity or debt interests of the Company, other than Options issued to as an "Acquisition Proposal")newly hired or promoted employees in the Ordinary Course of Business and other than capital stock issued upon exercise or conversion of presently outstanding exercisable or convertible securities, or (iii) any acquisition, business combination, amalgamation, change of control or other similar transaction involving the Company; (b) engage in have any negotiations concerning, discussion with or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalany such inquiry, except for proposal or offer; (c) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Equityholder, any such proposal or offer; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar agreement related to any such proposal or offer, or propose, whether publicly or to any director or Equityholder, or agree to do any of the Merger contemplated herebyforegoing related to any such proposal or offer. If Immediately after execution of this Agreement, the Company will, and will instruct its representatives to, immediately cease and terminate any existing discussion, or negotiation with any third parties conducted heretofore by the Company or any Stockholder, or of its representatives with respect to any of their respective Agentsthe foregoing. The Company will promptly advise Buyer of, have provided any and communicate to Buyer in writing the terms and conditions of (and the identity of the person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received bymaking), any confidential information such inquiry, proposal or data is requested fromoffer received subject to, and only to the extent of, applicable contractual obligations of the Company under non-disclosure or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withsimilar agreements existing as of November 30, it or any individual or entity referred to in the first sentence of this Section 8.102018.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiateDuring the Interim Period, solicit the Company shall not take, nor shall it permit any of its Affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its shareholders or Person (other than SPAC and/or any of themits Affiliates or Representatives) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or concerning any purchase of all or any a material portion of the assets Company’s equity securities or the issuance and sale of any equity securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business or transactions permitted by Section 7.01(d) (each such proposal acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or offer being hereinafter referred negotiations with any Person conducted prior to as an "Acquisition Proposal")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 negotiations agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or Representatives), concerning, relating to or provide which is intended or is reasonably likely to give rise to or result in, any confidential information offer, inquiry, proposal or data indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, its shareholders and their respective Affiliates and Representatives. SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any person relating to an Acquisition a Business Combination Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to Until this Agreement has been terminated in accordance with its terms, each Party agrees that it will not, and the transactions contemplated hereby, the Company, the Stockholders and shall cause any of their affiliates shall notrespective affiliates, and each of them shall cause its respective employeesrepresentatives, officers, directors, 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") stockholders not to, (a) initiateenter into any arrangement, solicit agreement, understanding or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) negotiations with respect to a mergerpossible Target Acquisition, acquisitionwith any other Person, consolidationincluding Target (other than with respect to the Target Acquisition), recapitalizationnor (b) enter into any agreement, liquidationarrangement, dissolution understanding or similar transaction involvingnegotiations with any other Person, including Target (other than with respect to the Target Acquisition), with respect to (i) the acquisition of only the Nonwoven Business or only the Apparel Fabric Business, or any purchase portion of the assets, operations, business or any securities of Target or any similar transaction, however structured, or (ii) the investment in any other Person (other than through DTA or an affiliate of PGI or TIG formed for the purpose of the Target Acquisition) formed for any such purpose; PROVIDED, that in the event this Agreement is terminated pursuant to clause (c) of Section 14 below, the provisions of the first sentence of this Section 1 shall survive for two months following the date of such termination. Following the consummation of the Target Acquisition, PGI agrees that until the termination of this Agreement it will not, and shall cause its representatives, officers, directors, agents, stockholders or controlled affiliates, including Target, not to provide any non-public information to any Person in connection with any offer or proposal to acquire all or any portion of the assets or any equity securities ofassets, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")operations, business, or (b) engage in any negotiations concerning, or provide any confidential information or data securities related to the Apparel Fabric Business. PGI will not and following consummation of the Target Acquisition will cause Target not to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into any agreement, arrangement or consummate understanding requiring it to abandon or terminate the Transaction (other than any agreement agreement, arrangement or understanding with any person governmental or entity relating regulatory body or agency). Each of PGI and GL represents to an the other Party that neither is party to or bound by any agreement with respect to the Target Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofthis Agreement. The Company and the Stockholders shall notify UniCapital immediately if any inquiriesterm "Person" in this Agreement will be interpreted broadly to include, proposals or offers related to an Acquisition Proposal are received bywithout limitation, any confidential information corporation, company (including limited liability company), partnership, joint venture or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10individual.

Exclusivity. Except with respect As an inducement to the Buyer to enter into this Agreement, and in consideration of the time and expense which it has devoted and will devote to the transactions contemplated hereby during such period, subsequent to the execution of this Agreement and until the transactions contemplated herebyearlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with Section 10.1, neither of the Company, the Stockholders and Seller nor any of their affiliates shall notits shareholders, and each of them shall cause its respective employeesdirectors, members, managing members, managers, officers or agents and representatives (including, without limitation, any investment bankingbanker, legal attorney or accounting firm accountant retained by it or them and acting on behalf of Seller or any individual member shareholder, director, member, managing member, manager or employee officer of the foregoingSeller) (each, an "Agent") not to, (a) initiate, solicit or seekwill, directly or indirectly, (i) initiate, solicit, encourage, entertain or respond to any inquiries inquiry or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalizationshare exchange, business combination, liquidation, or dissolution (unless such transaction shall be structured in a manner that is consistent with, and does not adversely affect, the Buyer’s rights under this Agreement) or similar transaction involving, or any purchase sale of all or any a portion of the assets or any equity securities of, of the Company Business (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or (bii) engage in enter into any discussions, negotiations concerningor agreements concerning an Acquisition Proposal with, or provide disclose any confidential information concerning the Business, its business or data properties or afford any access to its properties, books and records to, or have otherwise assist or facilitate any substantive discussions with, any person effort relating to an Acquisition Proposal, (c) otherwise cooperate in by any effort or attempt to make, implement or accept an Person. The Seller will immediately cease any existing discussions with any Persons concerning any Acquisition Proposal. The Seller or its shareholders, directors, members, managing members, managers, officers or agents will, as the case may be, promptly notify the Buyer regarding any contact between Seller or its shareholders, directors, members, managing members, managers, officers or agents and any other Person regarding any inquiry or contact (dand any material terms thereof) enter into or consummate any agreement or understanding with any person or entity relating respect to an Acquisition Proposal, except for unless inconsistent with the Merger contemplated hereby. If the Company fiduciary obligations of Seller or any Stockholderits shareholders, or any of their respective Agentsdirectors, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposalmembers, then they shall request the immediate return thereof. The Company managing members, managers, officers and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10agents.

Exclusivity. Except with respect to From the date of this Agreement and until the transactions contemplated herebytermination of this Agreement in accordance with its terms, neither Seller nor the CompanyShareholder shall, the Stockholders and any of their affiliates nor shall notSeller permit its officers, and each of them shall cause its respective directors, employees, affiliates, representatives or agents and representatives to (including, without limitation, any investment bankingbankers, legal or accounting firm retained by it or them financial advisors, attorneys, brokers and any individual member or employee of the foregoingother advisors) (eachcollectively, an the "AgentREPRESENTATIVES") not to, (a) initiate, solicit or seek), directly or indirectlyindirectly do any of the following: (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any inquiries transaction (an "ACQUISITION TRANSACTION") involving any disposition or the making other change of ownership or implementation control of a substantial portion of Seller's stock or assets or any proposal or offer (assumption by Seller of substantial liabilities, including, without limitation, any proposal joint venture or offer to its shareholders or partnership involving any of themthe foregoing (other than the transaction contemplated in this Agreement); (ii) with respect to a mergerfacilitate, acquisitionencourage, consolidation, recapitalization, liquidation, dissolution solicit or similar transaction involving, initiate or in any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) way engage in any discussions, negotiations concerning, or provide any confidential information submissions of proposals or data to, or have any substantive discussions with, any person relating to offers in respect of an Acquisition ProposalTransaction (other than the transaction contemplated in this Agreement); (iii) furnish or cause to be furnished to any Person (other than Buyer or its representatives) any information concerning the business, operations, properties or assets of Seller in connection with an Acquisition Transaction; or (civ) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make, implement do or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or seek any of their respective Agentsthe foregoing. Seller shall inform Buyer by telephone, have provided within 24 hours, of Seller's receipt of any person proposal or entity bid (including the terms thereof and the Person making such proposal or bid) in respect of any Acquisition Transaction other than UniCapital) with any confidential information or data relating to an Acquisition Proposalthe transaction described in this Agreement. Seller shall, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence upon execution of this Section 8.10Agreement, instruct its Representatives to cease all further activities with respect to the sale of Seller or Seller's assets, including, without limitation, the dissemination of information.

Exclusivity. Except with respect to this Agreement During the period beginning on the date hereof and ending on the transactions contemplated herebydate that is sixty (60) days after the date hereof (the “Exclusivity Period”), the Company, the Stockholders and any of their affiliates Company shall not, and each shall not authorize or permit any of them shall cause its respective employees, agents and representatives (includingRepresentatives to, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekPurchaser’s consent, directly or indirectly, solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a person or implementation group of persons other than Purchaser and its affiliates that may constitute, or could reasonably be expected to lead to, a Competing Transaction (as defined below); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than Purchaser and its affiliates regarding a Competing Transaction; (iii) furnish any information relating to the Company or any of its subsidiaries, assets or businesses, or afford access to the assets, business, properties, books or records of the Company or any of its subsidiaries to any person or group of persons other than Purchaser and its Representatives, in all cases for the purpose of assisting with or facilitating a Competing Transaction, or enter into any agreement, agreement in principle or other commitment (whether or not legally binding) with respect to a loan or credit facility, co-marketing agreement (other than with respect to co-marketing of retail products), licensing agreement, joint venture or partnership (other than current or potential joint ventures or partnerships between the Company and the entities listed in Annex I), merger, sale of substantially all of its assets or capital stock, business combination, or equity raise (a “Competing Transaction”), or knowingly solicit, initiate or encourage the submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided from any person or entity (other than UniCapitalincluding any of their officers, directors, employees, representatives or agents) relating to any Competing Transaction. Further, the Company shall not participate in or cooperate with any confidential information due diligence efforts of any other party interested in a Competing Transaction. However, nothing herein shall limit the Company from pursuing leases, franchise and other operational agreements or, negotiating and/or consummating any draw down or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromrefinancing of all, or any negotiations portion, of or discussions related under its current debt financing arrangements (the convertible notes held by Alpha Capital Anstalt and the other investors party to an Acquisition Proposal are sought that certain Securities Purchase Agreement, dated as of May 15, 2018, by and among XpresSpa Group, Inc. and each purchaser party thereto, loans expected to be initiated made by American Express and all Indebtedness outstanding pursuant to the Credit Agreement and Waiver dated as of April 22, 2015, as subsequently amended, by and between XpresSpa Holdings, LLC and R▇▇▇▇▇▇▇ Investment Master Fund Ltd., collectively, the “Existing Lenders”), provided that the Company shall promptly deliver any such financing proposals, term sheets, loan agreements, or continued withrelated documents to the Purchaser prior to entering into any refinancing with any party other than an Existing Lender and such refinancing shall not conflict with the consummation of the transactions contemplated by Transaction Agreements, paying such debt as it becomes due (principal and interest) in equity or any individual honoring outstanding obligations under convertible or entity referred to in the first sentence of this Section 8.10exercisable securities.

Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause its Affiliates and its and 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") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, through any inquiries of its Affiliates, Representatives or otherwise, (a) solicit, initiate or encourage (including by way of furnishing any information relating to the making Companies), induce or implementation take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal, indication of interest or offer from any Person (other than the Buyer and its Affiliates) contemplating or otherwise relating to any transaction or series of related transactions involving any: (i) merger, consolidation, share exchange, business combination, issuance of securities or direct or indirect acquisition or purchase of securities, recapitalization, tender offer, exchange offer or other similar transaction with respect to any of the Companies, (ii) sale, lease, license, exchange, transfer, acquisition or disposition of any proposal assets of the Companies other than sales of inventory in the Ordinary Course; (iii) liquidation or offer dissolution of any of the Companies or (includingiv) any similar transaction or business combination with respect to any of the Companies or their businesses or assets or any other transaction that would prevent or restrict any portion of the transactions contemplated hereby (collectively, without limitationa “Competing Transaction”); (b) enter into, participate in or continue any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, any proposal effort or offer attempt by any Person to its shareholders effect or pursue a Competing Transaction; (c) approve, endorse, recommend or enter into any Competing Transaction or any confidentiality agreement, letter of them) intent, memorandum of understanding or Contract with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution Competing Transaction or similar transaction involving, or requiring any purchase of all or any portion of the assets Companies or any equity securities of, the Company (any such proposal Seller to abandon or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, terminate its obligations under this Agreement; or (d) enter into agree, resolve or consummate commit to do any agreement of the foregoing. Promptly following the receipt of any inquiry, proposal or understanding other communication relating to any Competing Transaction (and in any event within two Business Days thereafter), Seller shall notify the Buyer of such receipt of such inquiry, proposal or other communication. Promptly following the execution and delivery of this Agreement, the Seller shall, and shall cause its Representatives and Affiliates (including the Companies) to, immediately cease and terminate any discussions or negotiations with any person or entity relating Person conducted heretofore with respect to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Competing Transaction.

Exclusivity. Except with respect to During the period from the Agreement Date until the earlier of the Closing Date and termination of this Agreement and the transactions contemplated herebypursuant to Article 10, the CompanySphinx will not, the Stockholders and nor will it authorize or permit any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal Subsidiaries or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not Representatives to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit or knowingly encourage, facilitate or induce the making, submission or announcement of, or take any other action designed or reasonably likely to facilitate, any inquiries or the making or implementation inquiry, expression of any interest, proposal or offer (including, without limitation, any proposal concerning the sale or offer to its shareholders or any other conveyance of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to Business as an "alternative to the transactions contemplated by this Agreement (an “Acquisition Proposal")”) from any Person other than Arion or its Affiliates or Representatives, or (b) engage in deliver or make available to any negotiations concerningPerson any nonpublic information with respect to the Business or afford access to the properties, books, records or representatives of the Business to any Person (other than Arion or its Affiliates or Representatives, or provide any confidential information as required by applicable Law) or data to(c) negotiate, or have accept any substantive discussions proposals, offers or inquiries from, or enter into any Contract with, any person Person relating to or in connection with any Acquisition Proposal. Notwithstanding anything to the contrary herein, in no event shall any transaction or proposal with respect to an acquisition of control of Sphinx (whether by way of merger, purchase of capital stock, purchase of assets, joint venture, license, lease or otherwise) constitute an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for . In the Merger contemplated hereby. If the Company or any Stockholder, event that Sphinx or any of their respective Agentsits Affiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Agreement Date and prior to the Closing Date, have provided any person or entity (other than UniCapital) Sphinx will provide Arion with any confidential information or data relating to an notice of such event and a summary of the material terms of such Acquisition Proposal; provided, then they shall request however, that Sphinx will not be required to disclose the immediate return thereof. The Company and identity of the Stockholders shall notify UniCapital immediately if any inquiries, proposals Person or offers related to an group of Persons making such Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Proposal.

Exclusivity. Except with respect to (a) From and after the receipt of the Stockholder Approval until the earlier of the Effective Time or termination of this Agreement and the transactions contemplated herebypursuant to Article 8, the CompanyCompany will not, the Stockholders and nor will it authorize or permit any of their affiliates shall notits officers, and each of them shall cause its respective employeesdirectors, agents and representatives (including, without limitation, Affiliates or employees or any investment bankingbanker, legal attorney or accounting firm other advisor or representative retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes or offer (including, without limitationmay reasonably be expected to lead to, any proposal Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, provided that the receipt without response of an unsolicited interest of an Acquisition Proposal shall not by itself constitute a violation of this Section 6.5, (iv) endorse or offer recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its shareholders Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, its Subsidiaries or any purchase investment banker, attorney or other advisor or representative of all the Company or any portion of its Subsidiaries shall be deemed to be a breach of this Section 6.5 by the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or Company. (b) engage In addition to the obligations of the Company set forth in Section 6.4(a), unless prohibited by a binding and enforceable non-disclosure agreement which was entered into prior to August 5, 2011, from disclosing such information the Company as promptly as practicable shall advise Parent in writing of any negotiations concerning, Acquisition Proposal or provide of any confidential request for non-public information or data to, or have any substantive discussions with, any person relating other inquiry which the Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (c) otherwise cooperate in to the extent known), and the identity of the Person or group making any effort such request, inquiry 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 Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. (a) Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders Company shall not and any of their affiliates shall not, and each of them shall cause its respective employees, shareholders, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to, : (ai) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such transaction being hereinafter referred to as an "Acquisition" and any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or ; (bii) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ; (ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or ; or (div) enter into or consummate any agreement or understanding with any person or entity Person relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, its Agents have provided any person or entity Person (other than UniCapitalParent or its Agents or the Company's Agents) with any confidential information or data relating to an Acquisition ProposalProposal other than the Confidential Offering Memorandum, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Parent immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it the Company, its directors, officers, 10% shareholders or investment bankers. (b) In the event that the Company, any Company Shareholder, or any individual of their respective Affiliates or entity referred Agents takes any of the actions prohibited under the preceding subsection (a), and the Company enters into an agreement with respect to, or consummates, an Acquisition other than the Merger contemplated hereby at any time prior to in March 31, 1999, then the first sentence Company shall immediately pay to Parent, as liquidated damages and not as a penalty, the sum of this FIVE MILLION DOLLARS ($5,000,000). Parent and the Company acknowledge that such payment is reasonable compensation to Parent as a result of such breach. (c) This Section 8.105.04 shall terminate if Parent fails to make any scheduled advance to the Company under the Credit Agreement and such failure constitutes a breach of the Credit Agreement which remains uncured ten days after written notice thereof from the Company to Parent.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, nor its Subsidiary nor the Stockholders and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company or its Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company Company, its Subsidiary or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Company, its Subsidiary and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect 8.1 Subject to this Agreement sub-clause 8.4, in consideration of the commitment of time, cost, expense and personnel by the Bidcos, News Corporation and their respective Affiliates and of the Bidcos, News Corporation and their respective Affiliates incurring the expense of instructing advisers, in each case for the purpose of investigating, finalising and documenting the Transactions and the transactions contemplated herebyfinancing thereof: 8.1.1 Target warrants and undertakes that, during the CompanyExclusivity Period, neither it nor any other member of the Stockholders and Target Group, or any of their affiliates shall notrespective Advisers or Representatives, and each of them shall cause its respective employeeswill, agents and representatives (including, without limitation, directly or indirectly through any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, other person: (a) solicit, initiate, solicit authorise, recommend, facilitate or seekencourage, directly participate in, continue or indirectlyenter into discussions or negotiations or any agreement or arrangement regarding, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Competing Proposal"), or ; (b) engage in any negotiations concerning, provide or provide any confidential cause to be provided information or data to, or have any substantive discussions with, to any person relating (other than the Bidcos, News Corporation and their respective Advisers and Representatives) in relation to an Acquisition any Competing Proposal, ; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to makedo or seek any of the foregoing. 8.1.2 News Corporation warrants and undertakes that, implement or accept an Acquisition Proposalduring the Exclusivity Period, or (d) enter into or consummate neither it nor any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholderof its Affiliates, or any of their respective AgentsAdvisers or Representatives, have will, directly or indirectly through any other person: (a) solicit, initiate, authorise, facilitate or encourage, participate in, continue or enter into discussions or negotiations or any agreement or arrangement regarding, any Competing Proposal; (b) provide or cause to be provided information to any person or entity (other than UniCapitalthe Bidcos and their Advisers and Representatives) with in relation to any confidential Competing Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. 8.2 During the Exclusivity Period, News Corporation and NDS Holdco as shareholders in NDS Holdco and Target respectively, will vote against any Competing Proposal proposed at shareholder meetings or in proposed shareholder written resolutions of NDS Holdco or Target respectively and not accept or support any Competing Proposal. 8.3 News Corporation and NDS Holdco undertake that they will not, and shall procure that none of their Affiliates shall, exercise any of the change of control rights which are exercisable under any agreements or arrangements between News Corporation and/or any of its Affiliates and Target and/or the Target Group as a result of the Transactions. 8.4 Notwithstanding sub-clause 8.1, Target may engage in discussions or negotiations with, and furnish information concerning the Target Group and its businesses, properties or data assets, to a third party which has indicated that it may make an unsolicited Competing Proposal, or recommend a Competing Proposal, if, and only to the extent that, the members of the Independent Committee concludes, in good faith, after consultation with, and taking into account the advice of the Independent Committee Advisers their legal and financial advisers at a meeting of the Independent Committee, that the failure to take such action would be in breach of their fiduciary duties or would violate their obligations under this Agreement, the Act or the ▇▇▇▇ ▇▇▇. 8.5 Target agrees, if requested by the Bidcos or News Corporation and to the extent requested, subject to the members of the Independent Committee concluding, in good faith, and after consultation with, and taking into account the advice of the Independent Committee Advisers that to take such action would not be in breach of their fiduciary duties, to disclose to the Bidcos and News Corporation as soon as practicable: (a) the price, form of consideration and identity of the offeror, in relation to any approach made relating to an Acquisition a Competing Proposal, then they shall request ; (b) the immediate return thereof. The Company and fact that the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, Board (or any negotiations or discussions related to an Acquisition committee thereof including the Independent Committee) is considering such Competing Proposal are sought to be initiated or continued withwith details of the price, it or form of consideration and identity of offeror; and (c) any individual or entity referred to changes in the first sentence price, form of this Section 8.10consideration and identity of offeror in relation to any Competing Proposal details of which have already been notified to the Bidcos and News Corporation.

Exclusivity. Except with respect Seller agrees that, commencing on the date hereof through the Closing or earlier termination of this Agreement, Buyer shall have the exclusive right to this Agreement and consummate the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall notherein, and each during such exclusive period, Seller agrees that neither Seller, nor any director, officer, employee or other representative of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, Seller: (a) will initiate, solicit or seekencourage, directly or indirectly, any inquiries inquiries, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of of, all or any portion of the assets or any equity securities of, the Company Stations Assets (any such inquiry, proposal or offer being hereinafter referred to as an "Acquisition Proposal" and any such transaction being hereinafter referred to as an "Acquisition"), or ; (b) will engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) or otherwise cooperate in facilitate any effort or attempt to make, make or implement or accept an Acquisition Proposal, ; or (dc) enter into will continue any existing activities, discussions or consummate any agreement or understanding negotiations with any person parties conducted heretofore with respect to any Acquisition Proposal or entity relating Acquisition and will take the necessary steps to an Acquisition Proposalinform the individuals or entities referred to above of the obligations undertaken by them in this Section 9.6. Notwithstanding the foregoing, except for in the Merger contemplated hereby. If event that Buyer defaults in any material respect in the Company observance or any Stockholder, or in the due and timely performance of any of their respective Agentsits covenants or agreements herein contained and such default shall not be cured within ten (10) business days of notice of default served by Seller, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of Seller's obligations under this Section 8.109.6 shall be null and void.

Exclusivity. Except with respect Prior to this Agreement and the transactions contemplated herebyClosing, the Company, the Stockholders and any of their affiliates shall notSeller will, and each of them shall will cause its respective employees, agents Affiliates and representatives to, cease and cause to be terminated all activities, discussions and negotiations, if any, with any Person (includingan “Acquisition Proposal”) related to the acquisition of any capital stock or other voting securities, without limitation, or any investment banking, legal or accounting firm retained by it or them and any individual member or employee substantial portion of the foregoing) assets, of Seller (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, including any inquiries or the making or implementation acquisition of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to Seller structured as a merger, acquisition, consolidation, recapitalizationor share exchange). Seller will use its commercially reasonable efforts to cause any Person that, liquidationsince June 30, dissolution 2005, has received confidential information about Seller’s business or similar transaction involvingoperations (including the Purchased Assets) from or on behalf of Seller or its Affiliates in connection with an Acquisition Proposal to return or destroy all such confidential information. Seller agrees that, until the earlier of the Closing or the termination of this Agreement, neither Seller nor any of its Affiliates or representatives will (i) solicit, initiate, or encourage the submission of any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal Acquisition Proposal or offer being hereinafter referred to as an "Acquisition Proposal")in respect thereof from any Person or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or (b) engage facilitate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in other manner any effort or attempt by any Person to makedo or seek any of the foregoing; provided, implement or accept however, that an “Acquisition Proposal” shall not include any discussions, negotiations or any other activities (including the execution of, and performance under, definitive transaction documents), if any, involving any merger, consolidation, or (d) enter into other reorganization of Aquila with another Person, provided that in any such transaction or consummate event the obligations under this Agreement shall continue. Seller will notify Buyer of any agreement Acquisition Proposal as soon as commercially practicable following Seller’s receipt of, or understanding with Seller otherwise becoming aware of, any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, neither Seller nor the Companies will, or permit any of their respective Affiliates, officers, directors, representatives, consultants, financial advisors, attorneys, accountants or other agents to: (a) solicit, initiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by Seller, the Companies, an Affiliate of the Companies or Seller, a third party or otherwise), other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Companies (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Companies or Seller (an “Acquisition Transaction”); (b) provide non-public information or documentation with respect to this Agreement and the transactions contemplated herebyCompanies to any Person, the Companyother than Purchaser or its Affiliates or its or their respective representatives, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, Transaction; or (c) otherwise cooperate in enter into any effort definitive agreement with any Person, other than Purchaser or attempt to make, implement or accept its Affiliates effecting an Acquisition ProposalTransaction; provided, or (d) enter into or consummate any agreement or understanding with any person or entity however, that Purchaser hereby acknowledges that prior to the date of this Agreement, Seller and the Companies have provided information relating to Seller and the Companies and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Proposal, except for Transaction without any breach by Seller or the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence Companies of this Section 8.106.12.

Exclusivity. Except with respect to this Agreement Each of Seller, Bank and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Parent agrees that it will not, and each of them shall will cause its respective representatives, Affiliates, equityholders, officers, directors, employees, agents investment brokers and their respective representatives not to, directly or indirectly, (a) solicit, respond to, initiate or encourage any inquiry, proposal, offer or contact from any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of any Purchased Assets, any capital stock or other equity or ownership interests in Seller, or any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization, reorganization, redemption, financing or similar transaction involving Business or the Seller (in each case, an “Acquisition Proposal”), (b) participate in any discussion or negotiation regarding, furnish any information or documentation with respect to, assist or participate in or facilitate in any other manner any Acquisition Proposal, or (c) enter into any Contract, understanding or commitment with any other Person in respect of an Acquisition Proposal, and the foregoing parties shall cease immediately any and all existing activities, discussions or negotiations with any Person (including, without limitation, terminating or revoking all access to the Data Room or other similar electronic data room and using reasonable best efforts to cause all confidential or non-public information previously provided to any investment banking, legal Person to be returned or accounting firm retained by it destroyed in accordance with the applicable confidentiality agreement pertaining to such Person or them such information) other than Buyer and any individual member or employee of the foregoing) (each, its Affiliates and representatives regarding an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in . If any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to Person makes an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any Seller will immediately notify Buyer of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an such Acquisition Proposal are received byand all related details, including any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10economic terms associated therewith.

Exclusivity. Except (a) Seller acknowledges that substantial time of Buyer and substantial out-of-pocket expenses (including attorneys’, investment bankers’ and accountants’ fees and expenses) have been and will continue to be expended and incurred in connection with respect to conducting legal, business and financial due diligence investigations of each Company, drafting and negotiating this Agreement and the transactions contemplated herebyRelated Agreements and other related expense. During the Pre-Closing Period, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them Seller shall direct and shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Seller’s Representatives not to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, encourage, initiate, or otherwise facilitate any inquiries or the making or implementation of any proposal or offer with respect to or relating to Another Transaction, (includingii) conduct any discussions, without limitationenter into any negotiations, agreements, understandings or transactions, or provide any proposal or offer information to any Person (other than Buyer and its shareholders or any of themRepresentatives) with respect to or relating to Another Transaction or (iii) provide any non-public financial or other confidential or proprietary information regarding any of the Companies or their Business to any Person (other than to Buyer and its Representatives). As used herein, the term “Another Transaction” means the sale, through a mergersingle or a series of related transactions, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, of (A) any part of the business or any purchase of all or any portion of the assets or of any equity securities of, of the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")Companies, or (bB) engage in any negotiations concerningof the voting securities of any Company (whether by sale of stock, merger, consolidation or provide any confidential information or data otherwise). Seller represents that Seller is not a party to, or have any substantive discussions withbound by, any person agreement with respect to Another Transaction other than this Agreement and this Agreement will not violate any agreement to which they are bound or to which any Company’s assets are subject. (b) After the date hereof through the end of the Pre-Closing Period, if Seller, any Company or their Representatives receives any oral or written offer or proposal to engage in discussions relating to an Acquisition ProposalAnother Transaction, then Seller shall immediately notify Buyer of the identity of the Person making, and the specific terms of, any such offer or proposal. In addition, Seller shall, and shall cause the Companies and each of its and their respective Representatives to, (i) immediately cease and cause to be terminated any existing activities, discussion or negotiations with any other Person conducted heretofore with respect to Another Transaction, (ii) promptly request each other Person (other than Buyer and its Representatives) that has heretofore executed a confidentiality agreement in connection with such other Person’s consideration of engaging in Another Transaction with Seller or any Company to return to Seller all confidential information heretofore furnished to such other Person by or on behalf of Seller or any Company and (iii) take the necessary steps to promptly inform their Representatives of the obligations undertaken in this Section 4.04. (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Each party recognizes and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence acknowledges that a breach of this Section 8.104.04 will cause irreparable and material loss and damage for Buyer, which cannot be adequately compensated for in damages by an action at law. Therefore, Seller agrees that Buyer shall be entitled, in addition to any other remedies and damages available, to the equitable remedies of injunction and specific performance with respect to Seller’s obligations under this Section 4.04.

Exclusivity. Except with respect to this Agreement and Until the transactions contemplated herebyearlier of (x) 5:00 p.m. New York City time on February 5, 2019 or (y) the execution of definitive documentation regarding the Transaction (such period of time, the Company"Exclusivity Period"), neither the Stockholders and Company nor the Shareholders will, nor will any of them authorize or permit any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives Representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoingas defined below) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (includingi) initiate, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingsolicit, or take any purchase of all action to knowingly facilitate or encourage any portion of the assets inquiries, discussions, proposals or any equity securities ofoffers that may constitute, the Company or could reasonably be expected to result in, an Alternative Transaction (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"defined below), (ii) continue, propose, enter into, engage in or (b) engage otherwise participate in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity group of persons (other than Scorpio and its Representatives) regarding an Alternative Transaction, other than to notify such person or group of persons that such Party is contractually bound to forego any such discussions or negotiations, (iii) furnish any non-public information relating to or in connection with or afford access to the assets, business, properties, books or records or Representatives of the Company or its subsidiaries and other affiliates to any person or group of persons with respect to inquiries, discussions, proposals or offers that constitute, or could reasonably be expected to result in, an Alternative Transaction, or (iv) authorize, recommend, endorse, propose or enter into any confidentiality agreement, term sheet, letter of intent, purchase agreement or other agreement, arrangement or understanding relating to an Acquisition ProposalAlternative Transaction. Immediately upon execution of this Agreement, except for (a) the Merger contemplated herebyCompany, the Shareholders and their respective Representatives shall cease and cause any solicitations, discussions or negotiations with any person or group of persons (other than with Scorpio and its Representatives) that may be ongoing with respect to an Alternative Transaction to be terminated and (b) refrain from extending any data-room or other due diligence, including any document related, access to any person in connection with an Alternative Transaction. If during the Exclusivity Period the Company or any Stockholdera Shareholder receives an offer or expression of interest concerning an Alternative Transaction, or any of their respective Agents, have provided any person or entity (the receiving Party will promptly notify the other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofParties in writing. The Company and the Stockholders shall notify UniCapital immediately if Shareholders represent that neither it nor any inquiries, proposals of its affiliates is party to or offers related bound by any agreement with respect to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of Alternative Transaction other than under this Section 8.10Agreement.

Exclusivity. Except with respect to Between the date of execution of this Agreement and the transactions contemplated herebyearlier of the Closing Date or the termination of this Agreement pursuant to Section 7.3 (the “Exclusive Period”), neither Seller, nor the Company, the Stockholders and nor any partner of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekSeller shall, directly or indirectly, through any inquiries officer, director, employee, affiliate, attorney, financial advisor, or the making other agent or implementation of representative, take any proposal action to solicit, initiate, seek, or encourage any inquiry, proposal, or offer (includingfrom, without limitationfurnish any information to, or participate in any discussions or negotiations with, any proposal Person other than Buyer or offer to its shareholders an Affiliate thereof regarding any acquisition of the Company, any merger or consolidation with or involving the Company, any acquisition of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the stock or assets of the Company, or any equity securities of, public offering of the stock of the Company (any such proposal transaction being a “Third Person Transaction”). Seller, the Company, and the partners of Seller agree that any such discussions or offer being hereinafter referred to as negotiations (other than negotiations with Buyer or an "Acquisition Proposal")Affiliate thereof) in progress on the date of this Agreement will be immediately terminated and that, in no event will Seller or the Company accept or enter into an agreement concerning any Third Person Transaction during the Exclusive Period. During the Exclusive Period, Seller and Company will notify Buyer immediately after the receipt by Seller, the Company, or any partner of Seller (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agentsofficers, have provided directors, employees, affiliates, attorneys, financial advisors, or other agents or representatives) of any person proposal for, or entity (other than UniCapital) inquiry respecting, any Third Person Transaction involving the Company or any request for non-public information in connection with such a proposal or inquiry, or for access to the properties, books, or records of the Company by any confidential information Person that informs or data relating has informed Seller, the Company, or a partner of Seller that it is considering making or has made such a proposal or inquiry. Such notice to an Acquisition Proposal, then they shall request Buyer will indicate in reasonable detail the immediate return thereof. The Company identity of the Person making the proposal or inquiry and the Stockholders shall notify UniCapital immediately if any inquiries, proposals terms and conditions of such proposal or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10inquiry.

Exclusivity. Except with respect to this Agreement The Company covenants and agrees that neither the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause Company nor anyone acting on its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekbehalf is currently involved, directly or indirectly, in any inquiries activity which is intended to, nor for so long as this Agreement is in effect, shall the Company or the making anyone acting on its behalf, directly or implementation of any proposal indirectly, (a) encourage, solicit, initiate or offer (including, without limitation, any proposal participate in discussions or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or provide any purchase information to or cooperate in any manner with any Person, other than the Merger Sub or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any portion part of the Business, any of the Company’s assets (other than Inventory in the ordinary course of business), the Shares or any equity capital stock or other securities ofof the Company, whether such transaction takes the Company (form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any such proposal joint venture or offer being hereinafter referred to as an "Acquisition Proposal"), partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Company’s assets (other than Inventory in the ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (c) consummate any such transaction or accept any offer or agree to engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereofsuch transaction. The Company shall promptly (within 24 hours) communicate to the Merger Sub the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in Merger Sub. The notice of the first sentence of Company under this Section 8.106.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as the Merger Sub may reasonably request.

Exclusivity. Except During the period between December 22, 2016 and ending on the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause the Company’s Subsidiaries, and it will use commercially reasonable efforts to cause the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee 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 (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of its Subsidiaries other than the Merger (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of its Subsidiaries or any individual of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall, subject to confidentiality agreements of the Company in existence as of the date of this Agreement, disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or entity referred request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing. Notwithstanding the foregoing, each of Buyer and Merger Sub hereby acknowledges that prior to the date hereof, the Company, its Affiliates, and its Agents have provided information relating to the Company and have afforded access to, and engaged in discussions with, other Persons in connection with Proposal and that such information, access, and discussions could reasonably enable another Person to form a basis for an Proposal without any breach by the first sentence Company of this Section 8.106.6.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, Company nor the Stockholders and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have has provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return or destruction thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to From and after the date of this Agreement and until the transactions contemplated herebyClosing or termination of this Agreement pursuant to its terms, the Company, Forefront and the Stockholders and Shareholder will not, nor will they authorize or permit any of their respective officers, directors, affiliates shall notor employees or any investment banker, and each attorney or other advisor or representative retained by any of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (ciii) otherwise cooperate engage in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding discussions with any person or entity relating with respect to an any Acquisition Proposal, except for as to the Merger contemplated hereby. If the Company existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Stockholdercontract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company, Forefront and the Shareholder will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company, Forefront or the Shareholder or any investment banker, attorney or other advisor or representative of their respective Agentsthe Company, have provided any person Forefront or entity (other than UniCapital) with any confidential information or data relating the Shareholder shall be deemed to an Acquisition Proposal, then they shall request be a breach of this Section 5.4 by the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Shareholder.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, The Target and each of them the Sellers: (i) shall terminate immediately, and shall cause its respective employees, agents all of the Representatives of the Target and representatives (including, without limitationeach Seller to terminate immediately, any investment bankingexisting solicitations, legal encouragements, discussions or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating other than Buyer, its Affiliates and Representatives, with respect to an Acquisition Proposalany proposed, except for the Merger potential or contemplated hereby. If the Company Competing Transaction (as defined below); and (ii) shall not, and shall cause each of its Representatives not to, nor shall it authorize or any Stockholder, or permit any of their respective Agentsits or its Representatives to, have provided in each case except with respect to Buyer, its Affiliates or Representatives: (A) solicit, initiate or knowingly facilitate or encourage the making by any person or entity of any proposal, offer or inquiry that constitutes, or could reasonably be expected to lead to, a proposal for any potential acquisition of any capital stock or any material portion of the assets of Target , whether pursuant to a sale of assets, sale of stock, merger, consolidation, reorganization, recapitalization or otherwise, which could materially restrict or delay the transactions contemplated by this Agreement (other than UniCapitalin each case, a “Competing Transaction”), (B) participate in any discussions or negotiations with any person or entity regarding, or furnish or disclose to any person or entity any information (including Proprietary and Confidential Information) with respect to, or in furtherance of, or take any confidential information other action knowingly to facilitate any inquiries from any person or data entity with respect to any Competing Transaction, or (C) execute or enter into any agreement, understanding or arrangement, including (whether legally binding or not) any letter of intent, memorandum of understanding or similar agreement, with any person or entity with respect to any Competing Transaction, or approve or recommend or propose to approve or recommend any Competing Transaction or any agreement, understanding or arrangement, including (whether legally binding or not) any letter of intent, memorandum of understanding or similar agreement, relating to an Acquisition Proposal, then they shall request any Competing Transaction (or resolve or authorize or propose to agree to take any of the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10foregoing actions).

Exclusivity. Except (a) Each member of Seller Group, the Alias Companies and the Subsidiaries shall immediately cease any existing discussions and negotiations with any third parties conducted prior to the date hereof with respect to this Agreement any Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Acquisition Proposal. Until the consummation of the transactions contemplated herebyhereby or the termination of this Agreement pursuant to Article 12 hereof, none of Seller Group, the Company, Alias Companies or the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekSubsidiaries shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, shareholders, financial advisors, accountants or other representatives, agents, Affiliates or any of its or their subsidiaries or otherwise, (i) initiate, solicit, pursue, discuss or encourage any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as that constitutes an "Acquisition Proposal"), (ii) continue or (b) engage in any negotiations or discussions concerning, or provide any confidential information or data to, or have any substantive discussions with, to any person relating to, any Acquisition Proposal other than information to an Acquisition Proposalany third party which is traditionally provided in the regular course of business to third parties where each member of Seller Group, (c) otherwise cooperate in the Alias Companies and the Subsidiaries and its and their respective officers, directors and Affiliates does not have reason to believe that such information will be utilized to evaluate any effort or attempt to make, implement or accept an such Acquisition Proposal, or (diii) agree to, approve or recommend, or otherwise enter into or consummate any agreement or understanding with respect to, any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company Each member of Seller Group agrees to notify Buyer immediately if any Person makes any oral or any Stockholderwritten Acquisition Proposal. (b) For purposes of this Agreement, an "Acquisition Proposal" means any proposal, Contract, offer or inquiry by any of their respective Agents, have provided any person Person or entity Persons (other than UniCapitalBuyer and its Affiliates) for or with any confidential information or data relating respect to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.(regardless how structured)

Exclusivity. Except with respect to (a) During the period from the date of this Agreement and until the transactions contemplated herebyearlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company, the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its respective employees, agents the Target Companies and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them their Affiliates and any individual member or employee Representatives of the foregoing) (each, an "Agent") foregoing not to, to knowingly: (a) initiatesolicit, solicit initiate discussions or seekencourage or engage in negotiations with any Person, other than Buyer or its Affiliates, relating to the possible acquisition, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets Equity Interests, or any equity securities ofconvertible into or exercisable or exchangeable for any Equity Interests, or assets of the Company Target Companies or the Business (whether by way of merger, purchase of Equity Interests, purchase of assets, loan or otherwise) or a recapitalization or joint venture or other business combination or extraordinary business transaction of or involving the Target Companies or the Business (each an “Acquisition Transaction”) or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than Buyer or its Affiliates) to seek to do any of the foregoing and will immediately terminate any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")solicitations, or discussions, and negotiations; (b) engage in any negotiations concerning, or provide any confidential non-public information or data todocumentation with respect to any Target Company or the Business to any Person, other than Buyer or have any substantive discussions withits Affiliates or its or their respective Representatives, any person relating to an Acquisition Proposal, Transaction; or (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into any term sheet, memorandum of understanding or consummate any definitive agreement or understanding with any person Person, other than Buyer or entity relating its Affiliates, with respect to an Acquisition ProposalTransaction. (b) The Sellers and their Affiliates shall immediately terminate access by any Person (other than Buyer or its Affiliates or its or their respective Representatives) to any non-public or confidential information relating to the Target Companies that has been provided to prospective purchasers and their Affiliates and representatives in connection with an acquisition of any part of the Business or the Target Companies (including through the any online or other data sites) (any such information, except for “Transaction Information”), and within five Business Days of the Merger contemplated hereby. If Execution Date, request in writing that all prospective purchasers of the Company Business or any Stockholder, the Target Companies to whom Transaction Information concerning the Business or the Target Companies has been distributed on or prior to the Execution Date in connection with the process relating to the sale of the Business or the Target Companies (other than Buyer and its representatives acting on its behalf) return such information to the Seller (or destroy such information) and cause their Affiliates and representatives to do the same in accordance with the terms of the confidentiality agreements between the Sellers or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company Affiliates and the Stockholders shall notify UniCapital immediately if any inquiriesTarget Companies, proposals or offers related to an Acquisition Proposal are received byon the one hand, any confidential information or data is requested fromand such prospective purchasers, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in on the first sentence of this Section 8.10other hand.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby(a) The Equityholders, the CompanyEquityholders’ Representative, the Stockholders Constituent Companies and Largus will not, and will not permit any of their affiliates shall not, and each of them shall cause its respective employees, agents and Affiliates or representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (a) solicit, initiate, or encourage the making or implementation submission of any proposal or offer (including, without limitation, from any proposal or offer Person relating to its shareholders the acquisition of any interest in or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any material portion of the assets of any of the Constituent Companies or any equity securities ofLargus, the Company whether by way of stock purchase, asset purchase, merger, reorganization, consolidation, share exchange or otherwise (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or (b) engage participate in any negotiations concerningdiscussion or negotiation regarding, or provide furnish any confidential information or data with respect to, assist or have participate in, directly or indirectly, or facilitate in any substantive discussions withother manner, any person relating effort or attempt by any Person to do or seek to do any of the foregoing. (b) In addition to the other obligations under this Section 6.9, the Equityholders, the Equityholders’ Representative, the Constituent Companies and Largus shall promptly (and in any event within one (1) Business Day after receipt thereof by any such Person or its representatives), advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) otherwise cooperate in any effort or attempt to makeThe Equityholders, implement or accept an Acquisition Proposalthe Equityholders’ Representative, or (d) enter into or consummate any agreement or understanding the Constituent Companies and Largus agree that the rights and remedies of non-compliance with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.106.9 shall include having such provision specifically enforced and it is acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Exclusivity. Except with respect to From the date of this Agreement and through the transactions contemplated herebyClosing Date or the date of termination of this Agreement pursuant to Section 10.1 (whichever first occurs), the Company, the Stockholders its Subsidiary, and any of their affiliates each Shareholder shall not, and each of them shall cause its respective the officers, directors, managers, employees, agents consultants, advisors, representatives, agents, lenders, and representatives Affiliates (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee collectively “Agents”) of the foregoing) Company and each Shareholder (each, an "Agent"including the Subsidiary of the Company) not to, (a) initiate, solicit or seek, directly or indirectly, discuss, pursue, solicit, initiate or otherwise enter into or engage in any inquiries discussions, agreements or the making other arrangements regarding, a possible sale or implementation of any proposal or offer other disposition (includingwhether by sale, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisitionshare exchange, consolidationreorganization, recapitalization, liquidationshare issuance, dissolution or similar transaction involvingexclusive license, or any purchase otherwise) of all or any portion of the share capital or assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If of the Company or any Stockholder, Subsidiary of the Company with any Person other than Buyer or its Affiliates (an “Acquisition Proposal”) or provide any information to any third party other than information which has traditionally been provided in the Ordinary Course of Business of the Company and its Subsidiary to third parties where none of the Company or its Affiliates or any of their respective AgentsAgents have reason to believe that such information may be utilized to Table of Contents evaluate any such Acquisition Proposal or other possible sale or disposition. The Company, have provided its Subsidiary, and each Shareholder shall, and shall cause the their respective Agents to, (i) immediately cease and cause to be terminated any person and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal or entity other possible sale or disposition of the Company or any Subsidiary of the Company, and (other than UniCapitalii) with promptly (within two (2) Business Days) notify Buyer if any confidential information or data relating to an Acquisition Proposal, then they shall request or any inquiry or contact with any Person with respect thereto, is subsequently made after the immediate return thereof. The Company date hereof and the Stockholders shall notify UniCapital immediately if any inquiries, proposals material terms thereof (including the identity of the third party or offers related to an Acquisition Proposal are received by, any confidential information third parties and the specific material terms discussed or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10proposed).

Exclusivity. Except with respect to this Agreement and the ----------- transactions contemplated hereby, none of the Company, the Stockholders and any of Principal Shareholders or their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any StockholderPrincipal Shareholder, or any of their respective Agents, have provided any person or entity (other than UniCapitalthe Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Principal Shareholders shall notify UniCapital the Parent immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.107.3. The covenant contained in this Section 7.3 shall not survive any termination of this Agreement pursuant to Article 11.

Exclusivity. Except with respect (a) During the Interim Period, the Company shall not take, nor shall the Company permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than SPAC or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction or sale of substantially all of the assets involving the Company or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business) (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the transactions contemplated hereby, other Transaction Agreements and the Company, consummation of the Stockholders and Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of their affiliates shall notits Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and each of them shall cause its respective employeesAffiliates and Representatives to, agents immediately cease any and representatives (includingall existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, without limitation, any investment banking, legal or accounting firm retained by it which is reasonably likely to give rise to or them and any individual member or employee of the foregoing) (eachresult in, an "Agent"Acquisition Transaction. (b) During the Interim Period, SPAC shall not totake, (a) initiatenor shall it permit any of its Affiliates or Representatives to take, solicit or seek, whether directly or indirectly, any inquiries action to solicit, initiate, continue or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationrespond, provide information to or commence due diligence with respect to, any proposal or offer to Person (other than the Company, its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, stockholders or any of their respective AgentsAffiliates or Representatives), have provided concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any person offer, inquiry, proposal or entity indication of interest, written or oral relating to any Business Combination involving SPAC (a “Alternate Business Combination Proposal”) other than UniCapital) with any confidential information or data relating to an Acquisition Proposalthe Company, then they shall request its shareholders and their respective Affiliates and Representatives; provided, that the immediate return thereof. The Company execution, delivery and performance of this Agreement and the Stockholders other Transaction Agreements and the consummation of the Transactions shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to not be initiated or continued with, it or any individual or entity referred to in the first sentence deemed a violation of this Section 8.108.03(b). SPAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Exclusivity. Except with respect 8.1 During the period commencing on the date of execution of the Term Sheet and Letter of Intent and terminating on the Closing Date such period shall be referred to this Agreement and as the transactions contemplated hereby“Exclusivity Period”), the CompanySeller, the Stockholders Company and any of their affiliates Affiliates, shall not, and each of them shall cause its their respective employeesaffiliates, financial advisors, consultants, accountants, attorneys, and other 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"“Representatives”) not to, to (a) initiate, solicit or seekinitiate the submission of any Acquisition Proposal (as defined hereunder); (b) initiate or participate in any discussions or negotiations regarding, or supply information in an effort to solicit, initiate or encourage, any Acquisition Proposal; or (c) enter into any agreement with respect to an Acquisition Proposal. 8.2 For the purposes of this clause the term “Acquisition Proposal” shall mean, except with regard to any recapitalization, merger, business combination, consolidation with or acquisition of or by the Seller, of all or substantially all of the Seller's shares or assets, any proposal, inquiry or offer from any person other than the Purchaser or any of its affiliates (i) to acquire, directly or indirectly, any inquiries portion of the Assets and/or Assigned Contracts or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themii) with respect to a any recapitalisation, merger, acquisitionbusiness, consolidationcombination, recapitalizationconsolidation with or acquisition of or by the Company and/or Seller, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of related to the assets or any equity securities ofAssets and/or Assigned Contracts. The Seller, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or and/or any of their respective Agentsshareholders, have provided involved parties, Affiliates will immediately cease and cause to be terminated any person existing activities, discussions, or entity (negotiations with any parties other than UniCapital) the Purchaser and its Representatives with respect to any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to From the date of this Agreement and until the transactions contemplated herebyearlier of (a) the termination of this Agreement in accordance with terms or (b) the Closing Date, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause its Affiliates and its and their respective employeesdirectors, agents officers, employees and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries solicit, initiate, encourage, assist or respond to the making or implementation submission of any inquiry, proposal, offer or expression of interest by any Person, other than a proposal or offer (including, without limitation, any proposal or offer to its shareholders by Purchaser or any of them) its Affiliates, for any acquisition or other transaction relating to the Business, the Facility or the Purchased Assets (a “Competing Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other 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 pursue or effect a Competing Transaction or enter into any agreement with respect to a mergerCompeting Transaction. Seller shall, acquisitionand shall cause its Affiliates and its and their respective directors, consolidationofficers, recapitalizationemployees and representatives to, liquidationimmediately cease any existing activities, dissolution discussions and negotiations with any Persons with respect to any Competing Transaction. To the extent Seller or similar transaction involvingits Affiliates are not restricted from doing so under the terms of a Process NDA, (a) Seller will promptly notify Purchaser orally (and then in writing within twenty-four (24) hours) after it or any of its Affiliates or its or their respective directors, officers, employees and representatives has received any proposal, inquiry, offer or request relating to or constituting, or any purchase of all or any portion that could reasonably be expected to lead to, a Competing Transaction with such notice indicating the identity of the assets or any equity securities of, the Company (any Person making such proposal or offer being hereinafter referred to as an "Acquisition Proposal")and the terms and conditions of such proposal, or if any, and (b) engage in Seller shall promptly provide Purchaser with (i) a copy of any negotiations concerning, written notice or provide other written communication from any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, Person informing Seller or any of its Affiliates or its or their respective Agentsdirectors, have provided any person officers, employees or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data representatives that it is requested fromconsidering making, or has made a proposal regarding, a Competing Transaction, (ii) a copy of any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it Competing Transaction (or any individual amendment thereof) received by Seller or entity referred any of its Affiliates and (iii) such other details of any such Competing Transaction that Purchaser may reasonably request. Thereafter, Seller shall promptly keep Purchaser reasonably informed on a reasonably current basis of any change to in the first sentence terms of this Section 8.10any such Competing Transaction.

Exclusivity. Except with respect to this Agreement and the transactions contemplated herebyNone of HK Seller, the US Seller, any HK Acquired Company, the Stockholders or US Acquired Company will, and will not permit any of their affiliates shall notrespective Affiliates or any of their respective officers, and each of them shall cause its respective directors, managers, employees, securityholders, advisors, representatives or agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (a) solicit, initiate, encourage (including by way of furnishing information), or take any inquiries other action to facilitate any inquiry or the making or implementation of any proposal which constitutes, or offer (including, without limitationwould reasonably be expected to lead to, any proposal acquisition or offer to its shareholders purchase of a substantial amount of the assets, equity interests or other securities of any Acquired Company, or any of them) with respect to a tender offer or exchange offer, merger, acquisition, consolidation, recapitalizationbusiness combination, re-capitalization, spin-off, liquidation, dissolution dissolution, equity or debt financing or similar transaction involvinginvolving any Acquired Company, or any purchase other transaction, the consummation of all which would reasonably be expected to prevent or any portion materially delay the consummation of the assets or any equity securities of, the Company transactions contemplated by this Agreement (any such proposal of the foregoing, a “Transaction Proposal”) or offer being hereinafter referred agree to as an "Acquisition Proposal"), or endorse any Transaction Proposal or (b) engage propose, enter into or participate in any discussions or negotiations concerningregarding any Transaction Proposal, or provide furnish to any confidential other Person any information with respect to the business or data toassets of any Acquired Company in connection with a Transaction Proposal, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to makedo or seek to do any of the foregoing in connection with a Transaction Proposal. Representative will promptly notify Buyer in the event that HK Seller, implement or accept an Acquisition ProposalUS Seller, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Acquired Company or any Stockholder, or any of their respective Agentsofficers, have provided directors, managers, employees, securityholders, advisors, representatives and agents receives any person unsolicited indication of interest or entity (other than UniCapital) with any confidential information or data relating to an Acquisition proposal regarding a Transaction Proposal, then they shall request including the immediate return identity of the Person indicating such interest or making such Transaction Proposal and a copy thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) In consideration of the expenses that Target has incurred and will incur in connection with the Proposed Acquisition, the Company agrees that until such time as this Letter has terminated in accordance with the provisions of Section 7 (such period, the “Exclusivity Period”), neither the Company or any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates nor its stockholders (collectively, the “Company Group”) shall initiate, solicit solicit, entertain, negotiate, accept or seekdiscuss, directly or indirectly, any inquiries or the making or implementation of any proposal or offer from any person or group of persons other than Target and its affiliates (including, without limitation, any proposal or offer an “Acquisition Proposal”) to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of acquire all or any portion significant part of the assets business and properties, capital stock or any equity securities ofcapital stock equivalents of the Company, the Company (any such proposal whether by merger, purchase of stock, purchase of assets, tender offer or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningotherwise, or provide any confidential non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Proposed Acquisition with Target. The Company agrees to immediately notify Target if any member of the Company Group receives any indications of interest, requests for information or data to, or have any substantive discussions with, any person relating to offers in respect of an Acquisition Proposal, (c) otherwise cooperate and will communicate to Target in reasonable detail the terms of any effort such indication, request or attempt offer, and will provide Target with copies of all written communications relating to makeany such indication, implement request or accept an Acquisition Proposaloffer. Immediately upon execution of this Letter, the Company shall, and shall cause the Company Group to, terminate any and all existing discussions or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating to group of persons other than Target and its affiliates regarding an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and represents that no member of the Stockholders shall notify UniCapital immediately if Company Group is party to or bound by any inquiries, proposals or offers related agreement with respect to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of other than under this Section 8.10Letter.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.

Exclusivity. Except with respect to (a) From the date of this Agreement through the first to occur of the Closing Date or the termination of this Agreement, Seller and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its their respective officers, directors, employees, advisors and other agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, encourage, facilitate (including by way of providing information) or induce any inquiries inquiry, proposal or offer with respect to, or the making or implementation of any proposal or offer (including, without limitationcompletion of, any proposal Acquisition Proposal, (ii) enter into, continue or offer otherwise participate in any discussions or negotiations regarding, or furnish to its shareholders any Person any confidential or any of them) nonpublic information with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions connection with, any person relating to an Acquisition Proposal, (ciii) approve, endorse or recommend, or propose to approve, endorse or recommend any Acquisition Proposal or any agreement related thereto, (iv) enter into any agreement contemplating or otherwise cooperate in relating to any effort or attempt to make, implement or accept an Acquisition Proposal, or (dv) enter into or consummate any agreement or understanding with agreement in principle requiring, directly or indirectly, Seller or the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. (b) As promptly as practicable following receipt of any person Acquisition Proposal or entity relating any request for nonpublic information or inquiry that would reasonably be expected to an lead to any Acquisition Proposal, except for the Merger contemplated hereby. If Seller and the Company or any Stockholder, or any shall (i) advise Purchaser in writing of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an the receipt of such Acquisition Proposal, then they shall request the immediate return thereof. The Company or inquiry and the Stockholders shall notify UniCapital immediately if (ii) keep Purchaser promptly apprised of any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10developments on a current basis.

Exclusivity. Except with respect to (a) Until the earlier occurs of the Closing or the termination of this Agreement and Agreement, none of the transactions contemplated herebySeller, the any Acquired Company, the Stockholders and nor any of their affiliates shall notrespective directors, and each of them shall cause its respective officers, employees, agents and representatives agents, representatives, shareholders or Affiliates (includingcollectively, without limitationthe "Company Group") shall initiate, any investment bankingsolicit, legal entertain, negotiate, accept or accounting firm retained by it discuss, directly or them and any individual member indirectly, or employee of the foregoing) encourage inquiries or proposals (each, an "AgentAcquisition Proposal") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingto, or furnish any information relating to or participate in any negotiations or discussions concerning, or enter into any agreement with respect to, any acquisition or purchase of all or any a substantial portion of the assets business, assets, properties, capital stock or capital stock equivalents of the Company or any equity securities ofof its Subsidiaries (a "Potential Sale"), the Company whether by merger, combination, sale of stock, sale of assets, recapitalization, or otherwise (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalAcquisition"), or (b) engage in enter into any negotiations concerningagreement, arrangement or provide any confidential information undertaking requiring it to abandon, terminate or data fail to consummate the transaction contemplated by this Agreement. The Seller and the Company shall, and shall cause each other member of the Company Group to, immediately cease and cause to be terminated any existing activities, including discussions or have negotiations with any substantive discussions withparties, other than Buyer, conducted prior to the EXECUTION COPY date hereof with respect to any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company shall (i) immediately inform Buyer of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith and (ii) inform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or its potential financing sources). The Seller and the Stockholders shall notify UniCapital immediately if Company represent that each is not a party to or bound by any inquiries, proposals or offers related agreement with respect to an Acquisition Proposal are received byother than under this Agreement. Each of the Seller and the Company shall cause its officers, any confidential information or data is requested fromdirectors, or any negotiations or discussions related agents and advisors to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in comply with the first sentence provisions of this Section 8.105.8. Notwithstanding the foregoing, Seller and Company shall not be prohibited by this Section 5.8 from participating in negotiations to sell the Ashland Facility; provided that the Company shall keep the Buyer duly apprised of all such negotiations or transactions and provide Buyer with any such information or details regarding such transaction as Buyer shall reasonably request.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause its the Companies and their respective managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it Seller or them either Company or any of their Agents and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Seller or either Company or any of their respective Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into a contract, arrangement or consummate any agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately Buyer promptly if any substantive inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller, either Company, any of their respective Subsidiaries or any individual or entity referred to of their respective Agents. Notwithstanding the foregoing, Seller, the Companies and each of their Agents may take such actions as any of them reasonably deem appropriate in connection with the first sentence rights of CES under the Development Agreement in connection with the transactions contemplated by this Section 8.10Agreement.

Exclusivity. Parent and each Seller agrees as follows: (a) Except with respect to the transactions contemplated by this Agreement and the transactions contemplated herebyAncillary Agreements, the Company, the Stockholders Parent and any of their affiliates shall each Seller will not, and each of them shall it will cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Subsidiaries not to, (ai) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, of the Company Business (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or (bii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, (ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, or (div) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition a Proposal. (b) Except with respect to the transactions contemplated herein and in the Ancillary Agreements, except for Parent and each Seller shall immediately cease and terminate, and each shall cause its Subsidiaries immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) The Seller Representative shall promptly notify Purchaser upon receipt of any written Proposal; provided, that the Merger contemplated hereby. If Seller Representative shall have no obligation to provide such notice to the Company or any Stockholder, extent the Seller Representative or any of their respective Agents, have provided any person its Subsidiaries are prohibited by a confidentiality or entity (other than UniCapital) with any confidential information or data relating non-disclosure agreement entered into prior to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10date hereof.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, and each of them shall cause its the Company and their respective employees, agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders Stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for and the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they the Stockholders shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related relating to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.107.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, 11.2 or 11.3.

Exclusivity. Except with respect to this Agreement Seller will not and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and will cause each of them shall cause its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and 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") Affiliates not to, (a) directly or indirectly solicit, initiate, solicit encourage (including by way of furnishing information), or seek, directly or indirectly, take any inquiries other action to facilitate any inquiry or the making or implementation of any proposal which constitutes, or offer (including, without limitationcould reasonably be expected to lead to, any proposal acquisition or offer to its shareholders purchase of a substantial portion of the assets, equity interests or other securities of Seller or any of them) with respect to a tender offer or exchange offer, merger, acquisition, consolidation, recapitalizationbusiness combination, joint venture, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involvinginvolving Seller, or any purchase other transaction, the consummation of all which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any portion Related Agreement (any of the assets foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), Alternate Transaction Proposal or (b) engage propose, enter into or participate in any discussions or negotiations concerningregarding any Alternate Transaction Proposal, or provide furnish to any confidential other Person any information with respect to the business or data toassets of Seller in connection with an Alternate Transaction Proposal, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to makedo or seek any of the foregoing without the prior written consent of Purchaser. Seller will, implement promptly terminate any discussions or accept negotiations regarding an Acquisition Alternate Transaction Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for . Seller will promptly notify Purchaser in the Merger contemplated hereby. If the Company or any Stockholder, event that Seller or any of their respective Agentsofficers, have provided directors, managers, employees, securityholders, advisors, representatives and agents receives any person unsolicited indication of interest or entity (other than UniCapital) with any confidential information or data relating to proposal regarding an Acquisition Alternate Transaction Proposal, then they shall request including the immediate return identity of the Person indicating such interest or making such Alternate Transaction Proposal and a copy thereof. The Company Without limiting the generality of the foregoing, the Parties acknowledge that the current timeline for submitting a change of ownership application with the MED is one hundred twenty (120) days and that the Stockholders covenants set forth in this Section 5.6 shall notify UniCapital immediately if any inquiries, proposals continue until the Closing Date or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence termination of this Section 8.10Agreement in accordance with ARTICLE VIII, whichever occurs first.

Exclusivity. Except In consideration of the expenses that the other Party has incurred and will incur in connection with the Transaction and such other Party's agreement set forth in this Section 7.6, each Party agrees that until such time as the Transaction has been terminated has terminated in accordance with the provisions of Section 9.1 (such period, the "Exclusivity Period"), neither it nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (collectively with respect to this Agreement and the transactions contemplated herebysuch Party, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "AgentGroup") not to, (a) shall initiate, solicit solicit, entertain, negotiate, accept or seekdiscuss, directly or indirectly, any inquiries or the making or implementation of any proposal or offer from any person or group of persons (including, without limitation, any proposal or offer to including members of its shareholders or any of themGroup) with respect to a other than the other Party (an "Acquisition Proposal") regarding (i) and merger, acquisitionasset purchase or securities purchase, consolidationthe formation of a joint venture, recapitalization, liquidation, dissolution strategic alliance or similar arrangement for the purpose of engaging in a business which is inconsistent with the Transaction, (ii) any transaction involvingthat could be preclusive of the Transaction, or any purchase (iii) the acquisition of all or any portion of the assets its Assets of Mountain High, whether by merger, purchase of stock, purchase of assets, tender offer or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")otherwise, or (biv) engage in any negotiations concerning, or provide any confidential non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction. Each Party agrees to immediately notify the other Party if any member of its Group receives any indications of interest, requests for information or data to, or have any substantive discussions with, any person relating to offers in respect of an Acquisition Proposal, (c) otherwise cooperate and will communicate to such other Party in reasonable detail the terms of any effort such indication, request or attempt offer, and will provide it with copies of all written communications relating to makeany such indication, implement request or accept an Acquisition Proposaloffer. Immediately upon execution of this Letter, each Party shall, and shall cause its Group to, terminate any and all existing discussions or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating to group of persons other than the other Party and its affiliates regarding an Acquisition Proposal, except for the Merger contemplated hereby. If the Company Each Party represents that no member of its Group is party to or bound by any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) agreement with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related respect to an Acquisition Proposal are received byother than under this Letter. Each Party acknowledges that the other Party will incur significant fees, any confidential information or data is requested fromexpenses and costs in reliance on its agreement set forth in Section 7.6. Accordingly, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, if it or any individual other member of its Group breaches any provision of Section 7.6 during the Exclusivity Period, it will indemnify the other Party for an amount equal to all reasonable fees, expenses and costs incurred by such other Party in connection with the Transaction (whether incurred before or entity referred to in after the first sentence date of this Section 8.10Agreement).