Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a).

No Other Negotiations. During the time period commencing on the Agreement Date and ending on the earlier to occur of (a) The Company shall termination of this Agreement in accordance with the provisions of Article 10 or (b) the Effective Time, Charts will not, and shall Charts will not authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of Charts or any subsidiary of its Charts or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers other person on Charts' or accountants) or other representatives (collectively, “Company Representatives”) their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interest, offer or proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, received from any party concerning any Alternative Transaction; (iii) agree tofurnish any information regarding Charts to any person or entity in connection with or in response to any inquiry, accept, approve, endorse offer or recommend (proposal for or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity for the purpose of considering or pursuing any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than MarketWatch) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication commitment or understanding between Charts and any third party that is related to, provides for or concerns any Alternative Transaction, provided, however, that after receipt of interestan unsolicited, written, bona fide Acquisition Proposal that the Board of Directors of Charts reasonably concludes may constitute a Superior Offer, Charts may discuss such Superior Offer the sole purpose of which is to elicit clarifications as to the material terms of the Acquisition Proposal so as to enable the Board of Directors of Charts to make a determination whether such Acquisition Proposal is in fact a Superior Offer (it being agreed that any discussions with such party shall be limited to the purpose of clarifying the material terms of such Acquisition Proposal and neither Charts nor its Board of Directors shall negotiate any terms of such proposal nor solicit or Contract contemplating or otherwise relating to encourage any new Acquisition Proposal or (v) submit any Acquisition Proposal change to the vote Acquisition Proposal, and it being further agreed that Charts shall provide MarketWatch with a copy of any Company Stockholderscorrespondence delivered pursuant to this Section 5.10 at least 24 hours prior to sending such correspondence to any third party). The Company will, and Charts will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If Without limiting the foregoing, it is understood that any Company Representativeviolation of the restrictions set forth in the preceding two sentences by any officer, whether in hisdirector, her employee or its capacity as such shareholder of Charts or in any investment banker, attorney or other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company advisor or representative of Charts shall be deemed for all purposes to be a breach of this Agreement to have breached its obligations under this Section 5.8(a).5.10

No Other Negotiations. (a) The Company shall and its Subsidiaries will not, and shall not authorize, encourage nor will they authorize or permit its Subsidiaries or any of its or its Subsidiaries’ their respective officers, directors, employeesaffiliates or employees or any investment banker, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) attorney or other representatives (collectively, “Company Representatives”) advisor or representative retained by any of them to, directly or indirectly: , (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of any inquiry, expression of interest, proposal Acquisition Proposal (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, (ii) enter intoconsider any inquiry, offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, offer or proposal by indicating that Company and its Subsidiaries are not interested in any Acquisition Proposal); (iii) furnish any information regarding Company or any of its Subsidiaries to any Person (other than Acquirer) in connection with or in response to any inquiry, offer or proposal for or regarding an Acquisition Proposal (other than to respond to any inquiry, offer or proposal by indicating that Company and its Subsidiaries are not interested in any Acquisition Proposal); (iv) participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect to, or take any other action regardingto facilitate any inquiries or the making of, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iiiv) agree tocooperate with, accept, facilitate or encourage any effort or attempt by any Person (other than Acquirer) to effect any Acquisition Proposal; (vi) approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal; or (vii) execute, (iv) enter into or become bound by any letter of intent, term sheet, indication of interest, intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal Proposal; provided, however, that notwithstanding the foregoing, before the approval of this Agreement and the Merger by the Company Stockholders, this Section 5.7(a) will not prohibit Company from furnishing nonpublic information regarding Company and its Subsidiaries to, or entering into discussions or negotiations with, any Person or group who has submitted (vand not withdrawn) submit any to Company an unsolicited, written, bona fide Acquisition Proposal to the vote that Company's Board of any Company Stockholders. The Company will, Directors reasonably and will cause the Company Representatives to, in good faith concludes (after consultation with a financial advisor of national standing) may constitute a Superior Offer (as defined below) if (A) neither Company nor any representative of Company or any of its Subsidiaries will have violated any of the restrictions set forth in this Section 5.7, (B) Company's Board of Directors concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for Company's Board of Directors to comply with its fiduciary obligations to the Company Stockholders under Applicable Law, (C) before furnishing any such nonpublic information to, or entering into any such discussions or negotiations with, such Person or group, Company gives Acquirer at least two (2) business days advance written notice of (i) the identity of such Person or group and all of the material terms and conditions of such Acquisition Proposal and of Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or group, and Company receives from such Person or group an executed confidentiality agreement containing terms at least as restrictive with regard to Company's confidential information as the Confidentiality Agreement and (ii) its intent to furnish such nonpublic information or enter into such discussions or negotiations, and (D) contemporaneously with furnishing any such nonpublic information to such Person or group, Company furnishes such nonpublic information to Acquirer (to the extent such nonpublic information has not been previously furnished by Company to Acquirer). Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If Without limiting the foregoing, it is understood that any Company Representative, whether violation of the restrictions set forth in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a5.7(a) to cause such by any officer, director, affiliate or employee of Company Representative not to takeor any of its Subsidiaries or any investment banker, then the attorney or other advisor or representative of Company shall or any of its Subsidiaries will be deemed for all purposes to be a breach of this Agreement to have breached its obligations under this Section 5.8(a)5.7(a) by Company.

No Other Negotiations. (a) The Company shall will not, and shall will not authorize, knowingly encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective directors, officers, directors, employees, stockholdersshareholders, Affiliatesattorneys or investment bankers (and shall use its reasonable best efforts to cause its directors, agentsofficers, advisors (including any employees, attorneys, financial advisors, investment bankers and shareholders not to) on Company’s or accountants) or other representatives (collectively, “Company Representatives”) their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of any inquiry, expression of interest, offer or proposal from any Person concerning any Alternative Transaction or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter intoconsider any inquiry, participate inoffer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, maintain offer or continue proposal by indicating that Company is not interested in any communications Alternative Transaction); (except solely to provide written notice as to the existence of these provisionsiii) or negotiations regarding, or deliver or make available furnish any information regarding Company to any Person any non-public information (other than Parent) in connection with respect to, or take any other action regarding, in response to any inquiry, expression of interestoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce Company is not interested in any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any Person (other than Parent) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (v) cooperate with, facilitate or knowingly encourage any effort or attempt by any Person (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interest, commitment or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any understanding between Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its representatives) to any data room directors, officers, employees, shareholders, affiliates or agents (virtual or actual) containing any non-public information with respect to the Company extent any such proposal or inquiry is made aware to Company) regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) 6.7 by any director or officer of Company or any attorney, investment banker or other director or representative of Company authorized to cause such Company Representative not to take, then act for the Company shall be deemed for all purposes a breach of this Agreement to have breached its obligations under this Section 5.8(a)6.7 by Company.

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including affiliates or agents or any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, “Company Representatives”) person on its behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of any inquiry, expression of interest, offer or proposal from any person (other than Acquirer) concerning any Alternative Transaction or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction with any person (other than Acquirer) or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interestoffer or proposal received from any person (other than Acquirer) concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, the Company is not interested in any Alternative Transaction); (iii) agree tofurnish any information regarding the Company to any person (other than Acquirer) in connection with or in response to any inquiry, acceptoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, approve, endorse offer or recommend (or publicly propose or announce proposal by indicating that the Company is not interested in any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any person (other than Acquirer) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person (other than Acquirer) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetmemorandum of understanding, indication of interestContract or understanding between the Company and any person (other than Acquirer) that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company StockholdersAlternative Transaction. The Company will, shall promptly notify Acquirer orally and will cause in writing of any inquiries or proposals received by the Company Representatives toor any of its directors, officers, stockholders, employees or agents (Aor any attorneys, investment bankers or other persons on its behalf) immediately cease regarding any Alternative Transaction and cause to be terminated any shall identify the person making the inquiry or proposal and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a).nature

No Other Negotiations. (a) The Company shall Entities will not, and shall not authorize, encourage nor will it authorize or permit its Subsidiaries or any of its or its Subsidiaries’ respective directors, officers, directorsemployees or Affiliates or any investment banker, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) attorney or other representatives advisor or representative retained by any of them (collectively, the “Company Entities Representatives”) to, directly or indirectly: (i) solicit, solicit or initiate, seek, entertain, knowingly encourage, facilitate, support or take any action intended to encourage or induce the making, submission or announcement of any inquiry, expression of interest, proposal Acquisition Proposal or offer that constitutes, or could reasonably be expected take any other action intended to lead to, to an Acquisition Proposal, ; (ii) enter intorespond to any inquiry, offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, offer or proposal by indicating that the Company Entities are not interested in any Acquisition Proposal); (iii) furnish any information regarding the Company Entities to any Person in connection with or in response to any inquiry, offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, offer or proposal by indicating that the Company Entities are not interested in any Acquisition Proposal); (iv) participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect to, or take any other action regardingto facilitate any inquiries or the making of, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (v) cooperate with, facilitate or encourage any effort or attempt by any Person to effect any Acquisition Proposal; (iiivi) agree towithhold, accept, approve, endorse withdraw or recommend modify (or publicly propose or announce any intention or desire to agree towithhold, acceptwithdraw or modify), in a manner adverse to Acquirer, the approval of the Board of Directors of each of the Company Entities of this Agreement and/or any of the transactions contemplated hereby; (vii) approve, endorse or recommend) recommend any Acquisition Proposal; (viii) execute, (iv) enter into or become bound by any letter of intent, term sheet, indication of interest, intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal Proposal; or (vix) submit take any Acquisition Proposal action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to the vote of withdraw or modify), in a manner adverse to Acquirer, any Company Stockholdersdetermination or recommendation referred to in Section 5.4. The Company will, and Entities will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal and (B) immediately revoke use its best efforts to obtain the return from all such Persons with whom it has had any discussions or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information negotiations with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) or cause the prompt return or destruction of all non-public copies of confidential information with respect to the Company previously provided to such Person parties by the Company Entities or its Representatives in connection with an Acquisition Proposal. If Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.9 by any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that Entities Representative will be deemed to be a breach of this Section 5.9 by the Company is obligated pursuant Entities. The Company Entities as soon as reasonably practicable (and in no event more than 24 hours thereafter) will advise Acquirer orally and in writing of (i) any Acquisition Proposal, any request for nonpublic information which Company reasonably believes could lead to this Section 5.8(a) an Acquisition Proposal or any inquiry with respect to cause such Company Representative not to take, then or which the Company Entities reasonably believes could lead to an Acquisition Proposal, and (ii) the identity of the Person or group making such Acquisition Proposal, offers, inquiry or other contact and the terms and conditions of any Acquisition Proposals or offers or the nature of any inquiries or contacts (and shall be deemed for all purposes include with such notice copies of this Agreement any written materials received from or on behalf of such Person relating to have breached its obligations under this Section 5.8(asuch proposal, offer, inquiry or request). The Company Entities will keep Acquirer fully and promptly informed as promptly of the status and details (including material amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry. The Company Entities shall provide Acquirer with 48 hours prior notice (or such lesser notice as is provided to members of the Board of Directors of the Company Entities) of any meeting of the Board of Directors of the Company Entities at which it is reasonably expected to discuss any Acquisition Proposal.

No Other Negotiations. During the time period commencing on the --------------------- Agreement Date and ending on the earlier to occur of (a) The Company shall termination of this Agreement in accordance with the provisions of Article 10 or (b) consummation of the Merger, Worldprints and each Worldprints Founder will not, and shall Worldprints and each Worldprints Founder will not authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of Worldprints or any subsidiary of its Worldprints or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, “Company Representatives”) person on Worldprints' or their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interest, offer or proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, received from any party concerning any Alternative Transaction; (iii) agree tofurnish any information regarding Worldprints to any person or entity in connection with or in response to any inquiry, accept, approve, endorse offer or recommend (proposal for or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Excite@Home) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interestcommitment or understanding between Worldprints and any third party that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to Alternative Transaction. During the vote foregoing time period identified in the preceding sentence, Worldprints and each Worldprints Founder will promptly notify Excite@Home orally and in writing of any Company Stockholders. The Company inquiries or proposals received by Worldprints or any of its subsidiaries, directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and will cause the Company Representatives to, (A) immediately cease nature and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access terms of any Person (inquiry or proposal. Any violation of the restrictions set forth in this section by any officer, director or employee of Worldprints or any of its subsidiaries or any attorney, investment banker or other than Parent and its representatives) to any data room (virtual director or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction representative of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company Worldprints shall be deemed for all purposes a breach of this Agreement to have breached its obligations under this Section 5.8(a).5.7

No Other Negotiations. (a) The Company shall Group, its Subsidiaries, the Founder and the Founding Entity will not, and shall will not authorizeauthorize any officer, encourage director, employee, agent, Affiliate, attorney or permit its Subsidiaries investment banker of the Group or any of its Subsidiaries, or any other Person, on its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) totheir behalf, directly or indirectly: , to (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning the subscription of the Subscription Shares (“Alternative Transaction”) or take any inquiry, expression of interest, proposal or offer other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter intoconsider any inquiry, participate inoffer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, maintain offer or continue proposal by indicating that the Group and/or its Subsidiaries and/or the Founder are not interested in any communications Alternative Transaction); (except solely to provide written notice as to iii) furnish any information regarding the existence of these provisions) Company or negotiations regarding, or deliver or make available its Subsidiaries to any Person any non-public information in connection with respect to, or take any other action regarding, in response to any inquiry, expression of interestoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce the Company and/or its Subsidiaries will not consider any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any Person with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Group and/or its Subsidiaries will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than the Investors) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interest, commitment or Contract contemplating or otherwise relating to understanding between the Group and/or its Subsidiaries and any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company will, and will cause the Company Representatives third party that is related to, (A) immediately cease and cause to be terminated provides for or concerns any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)Alternative Transaction.

No Other Negotiations. (a) The Company shall Velogic will not, and shall Velogic will not --------------------- authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of Velogic or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, “Company Representatives”) person on Velogic's or their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interestoffer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, Velogic is not interested in any Alternative Transaction); (iii) agree tofurnish any information regarding Velogic to any person or entity in connection with or in response to any inquiry, acceptoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, approve, endorse offer or recommend (or publicly propose or announce proposal by indicating that Velogic is not interested in any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Velogic is not interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate (with knowledge) or encourage any effort or attempt by any person or entity (other than Keynote) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interestcommitment or understanding between Velogic and any third party that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote Alternative Transaction. Velogic will promptly notify Keynote orally and in writing of any Company Stockholders. The Company inquiries or proposals received by Velogic, directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and will cause the Company Representatives to, (A) immediately cease nature and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access terms of any Person (other than Parent and its representatives) to any data room (virtual inquiry or actual) containing any non-public information with respect to proposal. Any violation of the Company restrictions set forth in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to takeby any officer, then the Company director or employee of Velogic or any attorney, investment banker or other director or representative of Velogic shall be deemed for all purposes a breach of this Agreement to have breached its obligations under this Section 5.8(a).5.7

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including affiliates or agents or any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, “Company Representatives”) person on its behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of any inquiry, expression of interest, offer or proposal from any person (other than Acquirer) concerning any Alternative Transaction or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction with any person (other than Acquirer) or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interestoffer or proposal received from any person (other than Acquirer) concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, the Company is not interested in any Alternative Transaction); (iii) agree tofurnish any information regarding the Company to any person (other than Acquirer) in connection with or in response to any inquiry, acceptoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, approve, endorse offer or recommend (or publicly propose or announce proposal by indicating that the Company is not interested in any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any person (other than Acquirer) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person (other than Acquirer) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetmemorandum of understanding, indication of interestContract or understanding between the Company and any person (other than Acquirer) that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company StockholdersAlternative Transaction. The Company will, shall promptly notify Acquirer orally and will cause in writing of any inquiries or proposals received by the Company Representatives toor any of its directors, officers, stockholders, employees or agents (Aor any attorneys, investment bankers or other persons on its behalf) immediately cease regarding any Alternative Transaction and cause to be terminated any shall identify the person making the inquiry or proposal and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal nature and (B) immediately revoke or withdraw access terms of any Person (other than Parent and its representatives) to inquiry or proposal. Any violation of the restrictions set forth in this Section 6.4 by any data room (virtual director, officer, employee or actual) containing any non-public information with respect to agent of the Company in connection with an Acquisition Proposal and request from each Person (or any attorney, investment banker or other than Parent and its representatives) the prompt return or destruction representative of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes a breach of this Agreement Section 6.4 by the Company. As used herein, the term “Alternative Transaction” means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of the business, assets (including intangible assets) or capital stock of the Company, whether by way of merger, consolidation, sale of assets, license of Company IP Rights other than in the ordinary course of business, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of the Company pursuant to have breached its obligations a registration statement filed under this Section 5.8(a)the Securities Act.

No Other Negotiations. During the time period commencing at the time --------------------- of the signing of this Agreement and ending on the earlier to occur of (a) The Company shall termination of this Agreement in accordance with the provisions of Article 11 or (b) consummation of the Merger, Webshots will not, and shall Webshots will not authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of Webshots or any subsidiary of its Webshots or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers other person on Webshots' or accountants) or other representatives (collectively, “Company Representatives”) their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interest, offer or proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, received from any party concerning any Alternative Transaction; (iii) agree tofurnish any information regarding Webshots to any person or entity in connection with or in response to any inquiry, accept, approve, endorse offer or recommend (proposal for or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than At Home) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Webshots and any third party that is related to, provides for or concerns any Alternative Transaction. During the foregoing time period identified in the preceding sentence, Webshots will promptly notify At Home orally and in writing of any inquiries or proposals received by Webshots or any of its subsidiaries, directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. As used herein, the term sheet"Alternative Transaction" means any commitment, indication agreement or transaction involving or providing for (a) the possible disposition of interestall or any substantial portion of Webshots' business, assets or Contract contemplating or otherwise relating to capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any Acquisition Proposal other form of business combination or (vb) submit any Acquisition Proposal to the vote initial public offering of any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions capital stock or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access other securities of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated Webshots pursuant to this Section 5.8(a) to cause such Company Representative not to take, then a registration statement filed under the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)1933 Act.

No Other Negotiations. (a) The Company shall notFrom and after the Effective Date until the Closing or termination of this Agreement pursuant to this Section 2, no Seller Entity will with respect to the Seller Assets and shall not authorize, encourage or permit its Subsidiaries Rights or any portion of its or its Subsidiaries’ respective officersthem, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support facilitate or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalThird Party Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Third Party Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Third Party Proposal, or (iv) enter into any letter of intent, term sheet, indication of interest, intent or Contract any other contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company StockholdersThird Party Proposal. The Company will, and Each Seller Entity will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Effective Date with respect to any Acquisition Proposal and (B) immediately revoke Third Party Proposal. “Third Party Proposal” means any offer, proposal, inquiry or withdraw access indication of any Person interest (other than Parent and its representativesan offer, proposal, inquiry or indication of interest by the Purchaser) contemplating or otherwise relating to any data room Third Party Transaction. “Third Party Transaction” means the possible sale, purchase, lease or license of all or any of the Seller Assets and Rights. Seller shall promptly notify the Purchaser after receipt by Seller, of (virtual i) any Third Party Proposal, or actual(ii) containing any non-public request for information with respect relating to the Company in connection with an Acquisition Proposal Seller Assets and request from each Rights or any portion thereof or for access to any of the properties, books or records of Seller relating to the Seller Assets and Rights or any portion thereof by any Person (or Persons other than Parent the Purchaser. Seller shall keep the Purchaser reasonably informed of the status of any such inquiry, proposal or offer and its representatives) the prompt return any correspondence or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)communications related thereto.

No Other Negotiations. (a) The Neither Seller nor the Company shall, or shall not, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including Representatives or any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) Person acting on its behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to Proposal. Seller and the vote of any Company Stockholders. The Company willshall, and will shall cause the Company its Affiliates and Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent Purchaser and its representativesRepresentatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent Purchaser and its representativesRepresentatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with or in contemplation of an Acquisition Proposal. If any Representative of Seller or the Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that Seller of the Company is obligated pursuant to prohibited from taking under this Section 5.8(a) to cause such Company Representative not to take6.17(a), then Seller and the Company shall be deemed for all purposes to be in breach of this Agreement to have breached its obligations under this Section 5.8(a6.17(a).

No Other Negotiations. (a) The Company shall will not, and shall the Company --------------------- will not authorize, encourage or permit its Subsidiaries any manager, officer, director, employee, managing member, owner, affiliate or agent of the Company or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers or accountants) banker or other representatives (collectively, “Company Representatives”) Person on the Company's or their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter intoconsider any inquiry, participate inoffer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, maintain offer or continue proposal by indicating that the Company is not interested in any communications Alternative Transaction); (except solely to provide written notice as to iii) furnish any information regarding the existence of these provisions) or negotiations regarding, or deliver or make available Company to any Person any non-public information or entity in connection with respect to, or take any other action regarding, in response to any inquiry, expression of interestoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce the Company is not interested in any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any Person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interestcommitment or understanding between the Company and any third party that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company StockholdersAlternative Transaction. The Company willwill promptly notify Parent orally and in writing of any inquiries or proposals received by the Company, managers, directors, officers, members, owners, employees or agents regarding any Alternative Transaction and will cause identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any manager, officer, director, managing member or employee of the Company Representatives toor any attorney, (A) immediately cease and cause to be terminated any and all existing activities, discussions investment banker or negotiations with any Persons conducted prior to other director or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access representative of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes a breach of this Agreement Section 5.7 by the Company. As used herein, the term "Alternative Transaction" means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of the Company's business, assets (including intangible assets) or membership interests, whether by way of merger, consolidation, sale of assets, sale of membership or ownership interests or equity, membership or ownership interest or equity exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of securities of the Company pursuant to have breached its obligations a registration statement filed under this Section 5.8(a)the Securities Act.

No Other Negotiations. (a) The Company In consideration of the time and expense that will be incurred by Purchaser in connection with the transaction contemplated by this Agreement, Seller agrees that following the execution of this Agreement or until termination of this Agreement pursuant to Section 12.2 hereof, it shall not, and nor shall not authorizeit permit any of its Subsidiaries or Affiliates to, encourage nor shall it authorize or permit its Subsidiaries any officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative of, Seller or any of its Subsidiaries or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) Affiliates to, directly or indirectly: , (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support initiate or induce encourage the making, submission or announcement of any inquiry, expression of interest, offer or proposal involving a Proposed Acquisition Transaction (as hereinafter defined) or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person person any non-public information with respect to, or agree to or endorse, or take any other action regardingto facilitate, any inquiry, expression offer or proposal involving a Proposed Acquisition Transaction or any inquiries or the making of interest, any proposal or offer that constitutes, or could may be reasonably be expected to lead to, any Proposed Acquisition Transaction. Seller shall as promptly as practicable advise Purchaser of the receipt by it (or any of the other entities of persons referred to above) after the date hereof of any offer or proposal involving a Proposed Acquisition Transaction, or any inquiry which could lead to any offer or proposal involving a Proposed Acquisition Transaction, the material terms and conditions of such offer, proposal or inquiry and, in the case of an offer or proposal, the identity of the person making any such offer or proposal. The term "Proposed Acquisition ProposalTransaction" as used herein means any proposed (i) purchase of all or any portion of all the assets of the Mass-Market Cigar Business; (ii) sale or exchange of Seller's capital stock, (iii) agree to, accept, approve, endorse merger of Seller with any Person or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter licensing of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating the Mass-Market Trademarks to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)Person.

No Other Negotiations. (a) The Company shall not, not (and the Company shall not authorize, encourage or permit (x) cause its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholdersrepresentatives, Affiliates, and agents, advisors including, but not limited to, its investment bankers, attorneys and accountants, not to, (including any attorneysy) cause, financial advisorsto the extent under the control of the Company, investment bankers or accountantsits Affiliates and the officers, directors, employees, representatives and agents thereof not to, and (z) or use its best efforts so that its other Affiliates and the officers, directors, employees, representatives (collectively, “Company Representatives”) toand agents thereof do not), directly or indirectly: , (i) encourage, solicit, initiate, seekfacilitate or engage or participate in inquiries, entertain, knowingly encourage, facilitate, support discussions or induce negotiations with any person or take any other action intended or designed to facilitate the making, submission or announcement efforts of any inquiryperson, expression other than the Parent, concerning or that could lead to any merger, consolidation, sale of interestassets, tender offer, recapitalization, liquidation, dissolution, accumulation of shares of capital stock of the Company or other business combination involving the Company or any transaction that may result in a person beneficially owning (as defined in Rule 13d-3 of the Exchange Act) 15% or more of any class of equity securities of the Company or that could lead to any such transaction (with such efforts by any such person, including a firm proposal or offer that constitutesto enter into such a business combination transaction, or could reasonably be expected being referred to lead to, as an Acquisition Proposal"Alternative Acquisition"), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect toconcerning the business, properties, assets or take securities of the Company to any person, other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposalthan the Parent, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheetagreement in principle, indication of interestacquisition agreement or any other agreement with any person, other than the Parent, with respect to a possible Alternative Acquisition, (iv) withdraw, or Contract contemplating modify or otherwise relating propose to withdraw or modify in any Acquisition Proposal manner adverse to the Parent, the approval or recommendation by the Company Board of this Agreement or the Merger, (v) approve, recommend, accept or consummate or agree to approve, recommend, accept or consummate an Alternative Transaction or (v) submit make or authorize any Acquisition Proposal to the vote statement, recommendation or solicitation in support of any Company Stockholderspossible Alternative Acquisition by any person, other than by the Parent. The Company willshall immediately notify the Parent of, and will cause shall disclose to the Company Representatives toParent all principal terms of, (A) immediately cease and cause to be terminated any and all existing activitiesinquiries, discussions or negotiations with any Persons conducted prior to or on of the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company nature described in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause 4.7 and the identity of such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)other person or persons.

No Other Negotiations. (a) The During the Executory Period, neither the Company nor the Parent shall, nor shall not, and shall not authorize, encourage or permit such party cause its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Party Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertainconsider, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, ; (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal Proposal; or (v) submit any Acquisition Proposal to the vote of any such party’s stockholders. Each of the Company Stockholders. The Company willand Parent shall, and will shall cause the Company its respective Party Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent other parties to this Agreement and its representativestheir respective Party Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent other parties to this Agreement and its representativestheir respective Party Representatives) the prompt return or destruction of all non-public information with respect to the Company such party previously provided to such Person in connection with an Acquisition Proposal. If any Company Party Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company or Parent is obligated pursuant to this Section 5.8(a5.5(a) to cause such Company Party Representative not to take, then the Company or Parent, as the case may be, shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a5.5(a).

No Other Negotiations. (a) The Company shall not, shall cause its Subsidiaries not to, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including Representatives or any attorneys, financial advisors, investment bankers other Person acting on its behalf or accountants) or other representatives (collectively, “Company Representatives”) on behalf of any of its Subsidiaries to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company willshall, and will shall cause the Company its Affiliates and Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representativesRepresentatives) to any data room (virtual or actual) containing any non-public information with respect to the Company or its Subsidiaries in connection with an Acquisition Proposal and request from each Person (other than Parent and its representativesRepresentatives) the prompt return or destruction of all non-public information with respect to the Company and its Subsidiaries previously provided to such Person in connection with or in contemplation of an Acquisition Proposal. If any Representative of the Company Representative, whether in his, her or its capacity as such or in any other capacity, Subsidiaries takes any action that the Company is obligated pursuant to prohibited from taking under this Section 5.8(a) to cause such Company Representative not to take5.6(a), then the Company shall be deemed for all purposes to be in breach of this Agreement to have breached its obligations under this Section 5.8(a5.6(a).

No Other Negotiations. During the time period commencing on the Agreement Date and ending on the earlier to occur of (a) The Company shall nottermination of this Agreement in accordance with the provisions of Article 10, or (b) consummation of the Merger at the Effective Time, neither CTI nor FGC will, and shall not neither CTI nor FGC will authorize, encourage or permit its Subsidiaries any officer, director, employee, stockholder or agent of CTI or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) person on CTI's behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefore; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interest, offer or proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, received from any party concerning any Alternative Transaction; (iii) agree tofurnish any information regarding CTI to any person or entity in connection with or in response to any inquiry, accept, approve, endorse offer or recommend (proposal for or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than HNC) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between CTI or FGC and any third party that is related to, provides for or concerns any Alternative Transaction. During the foregoing time period identified in the preceding sentence, each of CTI and FGC will promptly disclose to HNC any inquiries or proposals for Alternative Transactions received by it from any third parties, which disclosure shall include the identity of the party making the inquiry or proposal and the terms of any proposal that are received. As used herein, the term sheet"ALTERNATIVE TRANSACTION" means (i) any commitment, indication agreement or transaction involving or providing for the possible disposition of interestall or any substantial portion of CTI's business, assets or Contract contemplating or otherwise relating to capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, tender offer, license and/or any Acquisition Proposal other form of business combination or (vii) submit any Acquisition Proposal to the vote initial public offering of any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions capital stock or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access other securities of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated CTI pursuant to this Section 5.8(a) to cause such Company Representative not to take, then a registration statement filed under the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)Securities Act or otherwise.

No Other Negotiations. (a) The Company shall will not, and shall not authorize, encourage nor will they authorize or permit its Subsidiaries or any of its or its Subsidiaries’ respective directors, officers, directors, employees, stockholdersstockholders or Affiliates or any investment banker, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) attorney or other representatives advisor or representative retained by any of them (all of the foregoing, collectively, the “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support support, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any other action that would reasonably be expected to lead to an Acquisition Proposal or a proposal therefor; (ii) consider any inquiry, expression of interest, offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, expression of interest, offer or offer proposal by indicating that constitutes, or could reasonably be expected to lead to, an Company is not interested in any Acquisition Proposal); (iii) furnish any information regarding Company to any Person in connection with or in response to any inquiry, expression of interest, offer or proposal concerning any Acquisition Proposal (iiother than to respond to such inquiry, expression of interest, offer or proposal by indicating that Company is not interested in any Acquisition Proposal); (iv) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect to, or take any other action regardingto facilitate any inquiries or the making of, any inquiryAcquisition Proposal or a proposal therefor; (v) cooperate with, expression of interest, proposal facilitate or offer that constitutes, encourage any effort or could reasonably be expected attempt by any Person to lead to, an effect any Acquisition Proposal, ; (iiivi) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal; (vii) execute, (iv) enter into or become bound by any letter of intent, term sheet, indication of interest, intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal Proposal; or (vviii) submit any Acquisition Proposal to the vote of any Company StockholdersSecurityholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions communications or negotiations with any Persons conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.7(a) by any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant Representative will be deemed to be a breach of this Section 5.8(a5.7(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)by Company.

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage authorize or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, or knowingly encourage, facilitate, support encourage or induce participate in the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish any nonpublic information regarding the Company to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.7), (iii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available with any Person (other than Parent and its agents and advisors) with respect to any Person any non-public information with respect to, or take any Acquisition Proposal (other action regarding, any inquiry, expression of interest, proposal or offer than to respond to such Acquisition Proposal by indicating that constitutes, or could reasonably be expected the Company is subject to lead to, an Acquisition Proposalthis Section 5.7), (iiiiv) agree tootherwise cooperate with, accept, approve, endorse facilitate or recommend encourage any effort or attempt by any Person (or publicly propose or announce any intention or desire other than Parent and its agents and advisors) to agree to, accept, approve, endorse or recommend) effect any Acquisition Proposal, (ivv) execute, enter into or become bound by any letter of intent, term sheetmemorandum of understanding, indication of interestother Contract or understanding between the Company and any Person (other than Parent) that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or Alternative Transaction, (vvi) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company willSecurityholder or (vii) enter into any other transaction not in the Ordinary Course of Business, and will cause with the Company Representatives tointent to impede, (A) immediately cease and cause to be terminated any and all existing activitiesinterfere with, discussions prevent or negotiations with any Persons conducted prior to or on materially delay the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition ProposalMerger. If any Company Representative, whether or not in his, her or its capacity as such or in any other capacitysuch, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a).

No Other Negotiations. (a) The Neither the Company shall notnor any of its Subsidiaries shall, and shall not authorize, encourage or permit its Subsidiaries or any of its respective Representatives or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) Person acting on their behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company willand its Subsidiaries shall, and will shall cause the Company their respective Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representativesRepresentatives) to any data room (virtual or actual) containing any non-public information with respect to the Company or its Subsidiaries in connection with an Acquisition Proposal and request from each Person (other than Parent and its representativesRepresentatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with or in contemplation of an Acquisition Proposal. If any Representative of the Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to or its Subsidiaries are prohibited from taking under this Section 5.8(a) to cause such Company Representative not to take4.7(a), then the Company shall be deemed for all purposes to be in breach of this Agreement to have breached its obligations under this Section 5.8(a4.7(a).

No Other Negotiations. Upon execution of this Agreement, Allied is not engaged in, or shall immediately terminate, any discussions with any third party concerning an Alternative Acquisition (a) The as defined below). From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Allied and the Company shall not, and shall not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: , (ia) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support engage in discussions or induce negotiate with any person (whether such discussions or negotiations are initiated by Allied and the making, submission Company or announcement otherwise) or take any other action intended or designed to facilitate the efforts of any inquiryperson, expression other than Crown, relating to the possible acquisition of interestAllied or the Divisions (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of Allied's capital stock or assets (with any such efforts by any such person, including a firm proposal or offer that constitutesto make such an acquisition, to be referred to as an "Alternative Acquisition"), (b) provide information with respect to the Divisions to any person, other than Crown, relating to a possible Alternative Acquisition by any person, other than Crown, (c) enter into an agreement with any person, other than Crown, providing for a possible Alternative Acquisition, or could reasonably (d) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition by any person, other than by Crown. Notwithstanding the foregoing, the restrictions set forth in this Agreement shall not prevent the Board of Directors of Allied (or its agents pursuant to its instructions) from taking any of the following actions: (a) furnishing information concerning Allied and the Divisions to any third party or (b) negotiating with such third party concerning an Alternative Acquisition provided that all of the following events shall have occurred: (1) such third party has made a written proposal to the Board of Directors of Allied (which proposal may be expected conditional) to lead toconsummate an Alternative Acquisition which proposal identifies a price or range of values to be paid for the outstanding securities or substantially all of the assets of Allied or of the Divisions, an Acquisition and if consummated, based on the advice of the Allied's investment bankers, the Board of Directors of Allied has determined is financially more favorable to the stockholders of Allied than the terms of this Agreement (a "Superior Proposal"); (2) Allied's Board of Directors has determined, based on the advice of its investment bankers, that such third party is financially capable of consummating such Superior Proposal; (3) Allied's Board of Directors shall have determined, after consultation with its outside legal counsel, that the fiduciary duties of the Board of Directors of Allied require it to furnish information to and negotiate with such third party; and (4) Crown shall have been notified in writing of such Superior Proposal, (ii) enter intoincluding all of its terms and conditions, participate inand shall have been given copies of such proposal. Notwithstanding the foregoing, maintain or continue any communications (except solely to Allied shall not provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, such third party unless (iii1) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal Allied has prior to the vote date thereof provided such information to Crown's representatives; (2) Allied has notified Crown in advance of any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access such proposed disclosure of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information to any such third party, with respect a description of the information proposed to the Company in connection with an Acquisition Proposal be disclosed; and request from each Person (other than Parent and its representatives3) the prompt return or destruction of all Allied provides such non-public information pursuant to a nondisclosure agreement with respect terms which are at least as restrictive as the nondisclosure agreement heretofore entered into between Allied and Crown. In addition to the Company previously foregoing, Allied shall not accept or enter into any agreement concerning an Alternative Acquisition for a period of not less than 48 hours after Crown's receipt of a copy of such proposal of an Alternative Acquisition. Upon compliance with the foregoing, Allied shall be entitled to (1) not recommend or change its recommendation concerning the transactions contemplated herein and (2) enter into an agreement with such third party concerning an Alternative Acquisition provided that the Allied shall immediately make payment in full to Crown of the Termination Fee and such Person in connection with an Acquisition Proposalpayment shall be a condition to closing the Alternative Acquisition. If Allied receives any Company Representativeunsolicited offer or proposal to enter into discussions or negotiations relating to an Alternative Acquisition, whether in hisAllied shall notify Crown thereof within twenty-four hours of Allied's receipt thereof, her including information as to the identity of the party making any such offer or its capacity proposal and the specific terms of such offer or proposal, as such or in any other capacity, takes any action that the Company is obligated pursuant case may be. Allied shall be entitled to provide copies of this Section 5.8(a) to cause third parties who on an entirely unsolicited basis after the date hereof, contact Allied concerning an Alternative Acquisition; provided that Crown shall concurrently be notified of such Company Representative not to take, then contact and the Company shall be deemed for all purposes delivery of this Agreement to have breached its obligations under this Section 5.8(a)such copy.

No Other Negotiations. (a) The Company shall Seller covenants and agrees that during the Pre-Closing Period, it will not, and shall will not authorize, encourage authorize or permit its Subsidiaries or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers advisors or accountants) or any other representatives (collectively, “Company Representatives”) persons acting on its behalf to, directly or indirectly: (i) , solicit, initiate, seek, facilitate, encourage, entertain, knowingly encouragediscuss, facilitatesupport, support negotiate or induce the making, submission or announcement of accept any inquiry, expression of interest, proposal or offer that constitutesfrom, furnish any information to, or could reasonably be expected participate in any discussions (except discussions to lead to, elicit information concerning an unsolicited proposal for an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely Transaction that may be required by the Board of Directors of Seller in the exercise of their fiduciary duties to provide written notice as to the existence of these provisionsdetermine whether such proposal will constitute a Superior Offer) or negotiations regardingwith, or deliver enter into any agreement with, any party (other than Parent or make available to Buyer) regarding any Person any non-public information with respect toAcquisition Transaction; provided, however, that Seller and its officers, directors, employees, Affiliates, attorneys, financial advisors or take any other action regardingpersons acting on its behalf may solicit, initiate, seek, facilitate, encourage, entertain, discuss, support, negotiate or accept any inquiry, expression of interest, proposal or offer that constitutesfrom, furnish any information to, or could reasonably be expected to lead toparticipate in any discussions or negotiations with, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter agreement with, any party regarding (i) an acquisition of intent, term sheet, indication the Excluded Assets or of interest, or Contract contemplating or otherwise relating to any Acquisition Proposal Seller that does not include the Purchased Assets or (vii) submit any Acquisition Proposal a merger, consolidation or similar transaction with or involving Seller, in both cases that would not prevent the consummation, prior to the vote Termination Date, of the transactions contemplated by this Agreement. Each of Seller, Parent and Buyer covenants and agrees that during the Pre-Closing Period, it will not enter into any Company Stockholders. The Company willtransaction that would prevent the consummation, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access Termination Date, of any Person (other than the transactions contemplated by this Agreement, except as otherwise determined by each of the respective Boards of Directors of Parent and Buyer in its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and exercise of its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)fiduciary duties.

No Other Negotiations. (a) The From and after the date of this Agreement until the Closing Date or termination of this Agreement pursuant to Section 11, Company shall will not, and shall Company will not authorize, encourage or permit its Subsidiaries or any of its or its Subsidiaries’ respective officersofficer, directorsdirector, employeesemployee, stockholdersshareholder, Affiliatesaffiliate, agents, advisors (including any attorneysattorney, financial advisors, investment bankers or accountants) advisor or other representatives (collectively, “agent or representative of Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interestoffer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal or offer by indicating that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, Company is not interested in any Alternative Transaction); (iii) agree tofurnish any information regarding Company to any person or entity in connection with or in response to any inquiry, acceptoffer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, approve, endorse offer or recommend (or publicly propose or announce proposal by indicating that Company will not consider any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Buyer) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, term sheetagreement, indication commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly (and in any event within 24 hours) notify Buyer orally and in writing of interestany inquiries or proposals received by Company or any officer, director, employee, shareholder, affiliate, attorney, financial advisor or Contract contemplating other agent or otherwise relating to representative of Company regarding any Acquisition Proposal or (v) submit any Acquisition Proposal Alternative Transaction and will indicate in reasonable detail, to the vote extent Company is legally able to do so, the identity of the party making the proposal or inquiry and the terms and conditions of any proposal or inquiry. Company Stockholders. The Company will, and will cause shall keep Buyer informed on an ongoing basis regarding the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access status of any Person (other than Parent and its representatives) to any data room (virtual such proposal or actual) containing any non-public information with respect to inquiry. Any violation of the Company restrictions set forth in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to takeby any officer, then the director, employee, shareholder, affiliate, attorney, financial advisor or other agent or representative of Company shall be deemed for all purposes to be a breach of this Agreement to have breached its obligations under this Section 5.8(a).6.3

No Other Negotiations. During the time period commencing on the Agreement Date and ending on the earlier to occur of (a) The Company shall termination of this Agreement in accordance with the provisions of Article 10 or (b) consummation of the Exchange and the CTC Exchange at the Closing (such time period being hereinafter referred to as the "STANDSTILL PERIOD"), C-Co and each of the C-Co Shareholders will not, and shall C-Co and each of the C-Co Shareholders will not authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of C-Co or any subsidiary of its C-Co or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers other person on C-Co's or accountants) or other representatives (collectively, “Company Representatives”) either of the C-Co Shareholder's behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction (as defined below) or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, consider any inquiry, expression of interest, offer or proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, received from any party concerning any Alternative Transaction; (iii) agree tofurnish any information regarding C-Co or any C-Co Shareholder to any person or entity in connection with or in response to any inquiry, accept, approve, endorse offer or recommend (proposal for or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Intuit) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between C-Co and/or any C-Co Shareholders and any third party that is related to, provides for or concerns any Alternative Transaction. During the Standstill Period identified in the preceding sentence, C-Co and the C-Co Shareholders will promptly notify Intuit orally and in writing of any inquiries or proposals received by C-Co or any of its subsidiaries, directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. As used herein, the term sheet"ALTERNATIVE TRANSACTION" means any commitment, indication agreement or transaction involving or providing for (a) the possible disposition of interestall or any substantial portion of C-Co's business, assets or Contract contemplating or otherwise relating to capital stock, whether by way of merger, consolidation, sale of assets, sale of stock (including outstanding stock), stock exchange, tender offer and/or any Acquisition Proposal other form of business combination or (vb) submit any Acquisition Proposal to the vote offering, issuance or sale of capital stock or other securities of C-Co or any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any nonC-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)Co subsidiary.

No Other Negotiations. During the time period commencing on the --------------------- Agreement Date and ending on the earlier to occur of (a) The the Closing or (b) the termination of this Agreement in accordance with the provisions of Article 8, neither Stockholder nor Company shall notwill, and shall not neither Stockholder nor Company will authorize, encourage or permit its Subsidiaries any officer, director, employee, stockholder, affiliate or agent of Company or Stockholder or any of its or its Subsidiaries’ respective officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisorsattorney, investment bankers banker or accountants) any other person on Company's or other representatives (collectively, “Company Representatives”) Stockholder's behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support initiate or induce the making, submission or announcement of of, any inquiry, expression of interest, offer or proposal from any party concerning any Alternative Transaction or offer take any other action that constitutes, or could reasonably be expected to lead to, to an Acquisition Proposal, Alternative Transaction or a proposal therefor; (ii) enter into, participate in, maintain furnish any information regarding Company or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available Company Business to any Person any non-public information person in connection with respect to, or take any other action regarding, in response to any inquiry, expression of interest, offer or proposal for or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, regarding any Alternative Transaction; (iii) agree to, accept, approve, endorse participate in any discussions or recommend (or publicly propose or announce negotiations with any intention or desire person with respect to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) otherwise cooperate with or facilitate any effort or attempt by any person (other than Buyer) to effect any Alternative Transaction; or (v) execute, enter into or become bound by any letter of intent, term sheetagreement, indication of interestcommitment or understanding between Company or Stockholder and any third party that is related to, provides for or Contract contemplating or otherwise relating to concerns any Acquisition Proposal or (v) submit any Acquisition Proposal to Alternative Transaction. During the vote foregoing time period identified in the preceding sentence, Stockholder will promptly notify Buyer orally and in writing of any inquiries or proposals received by Company Stockholders. The Company willor Stockholder or any of its officers, directors, employees, stockholders, attorneys, investment bankers or agents regarding any Alternative Transaction and will cause identify the Company Representatives to, (A) immediately cease party making the inquiry or proposal and cause to be terminated any the nature and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access terms of any Person (other than Parent and its representatives) to any data room (virtual inquiry or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)proposal.

No Other Negotiations. (a) The Company shall will not, and shall not authorize, encourage nor will they authorize or permit its Subsidiaries or any of its or its Subsidiaries’ respective directors, managers, officers, directors, employees, stockholdersunitholders or Affiliates or any investment banker, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) attorney or other representatives advisor or representative retained by any of them (all of the foregoing, collectively, the “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support support, encourage or induce the making, submission or announcement of any Acquisition Proposal; (ii) consider any inquiry, expression of interest, offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, expression of interest, offer or offer proposal by indicating that constitutes, or could reasonably be expected to lead to, an Company is not interested in any Acquisition Proposal); (iii) furnish any information regarding Company to any Person in connection with or in response to any inquiry, expression of interest, offer or proposal concerning any Acquisition Proposal (iiother than to respond to such inquiry, expression of interest, offer or proposal by indicating that Company is not interested in any Acquisition Proposal); (iv) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect to, or take any other action regardingto facilitate any inquiries or the making of, any inquiryAcquisition Proposal or a proposal therefore; (v) cooperate with, expression of interest, proposal facilitate or offer that constitutes, encourage any effort or could reasonably be expected attempt by any Person to lead to, an effect any Acquisition Proposal, ; (iiivi) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal; (vii) execute, (iv) enter into or become bound by any letter of intent, term sheet, indication of interest, intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal Proposal; or (vviii) submit any Acquisition Proposal to the vote of any Company StockholdersUnitholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions communications or negotiations with any Persons conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.7(a) by any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant Representative will be deemed to be a breach of this Section 5.8(a5.7(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)by Company.

No Other Negotiations. (ai) The Company shall not, and shall not authorize, encourage or permit its Subsidiaries or Audits agrees (A) that neither it nor any of its or its Subsidiaries’ respective Subsidiaries shall, and each of them shall direct and use their best efforts to cause their officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other agents and representatives (collectivelyincluding, “Company Representatives”without limitation, any investment banker, attorney or accountant retained by the Inducement Stockholders, Audits or any of Audits's Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support any inquiries or induce the making, submission making or announcement implementation of any inquiry, expression of interest, proposal or offer that constitutes(including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or could reasonably be expected any purchase of all or any significant portion of the assets or any equity securities of Audits and its Subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred to lead to, as an Acquisition "Alternative Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding"), or deliver engage in any negotiations concerning, or make available to provide any Person any non-public confidential information with respect or data to, or take have any other action regardingdiscussions with, any inquiry, expression of interest, proposal or offer that constitutesperson relating to an Alternative Proposal, or could reasonably be expected to lead torelease any third party from any obligations under any existing standstill agreement or arrangement, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, term sheet, indication of interest, or Contract contemplating or otherwise relating agreement with respect to any Acquisition Proposal or an Alternative Proposal; (vB) submit any Acquisition Proposal to the vote of any Company Stockholders. The Company will, and that it will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal of the foregoing; and (BC) immediately revoke that it will notify Group Ltd. with reasonable promptness if any such inquiries or withdraw access proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, Audits or any of any Person (other than Parent its Subsidiaries and its representatives) disclose to any data room (virtual or actual) containing any non-public information with respect Group Ltd. the material substance thereof; provided, however, that to the Company extent required by the fiduciary obligations of the Board of Directors of Audits, as determined in connection with an Acquisition Proposal and request good faith by a majority of the members thereof (after receipt of advice from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect outside legal counsel to the Company previously provided Board of Directors), Audits may, in response to such Person unsolicited requests therefor, participate in connection with an Acquisition discussions or negotiations with, or furnish information (pursuant to a confidentiality agreement) to, any person who indicates a willingness to make a Superior Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all For purposes of this Agreement Agreement,"Superior Proposal" means a bona fide written proposal made by a third party to have breached acquire Audits pursuant to a tender or exchange offer, a merger, a share exchange, a sale of all or substantially all its obligations under this Section 5.8(a)assets or otherwise on terms which a majority of the members of the Board of Directors of Audits determines in good faith (taking into account the advice of independent financial advisors) to be more favorable to Audits and its stockholders than the Merger (and any revised proposal made by Group Ltd. or Acquisition) and for which financing, to the extent required, is then fully committed or reasonably determined to be available by the Board of Directors of Audits.

No Other Negotiations. During the time period commencing on the Agreement Date and ending on the earlier to occur of (a) The Company shall nottermination of this Agreement in accordance with the provisions of Article 10 or (b) consummation of the Exchange at the Closing (such time period being hereinafter referred to as the “Standstill Period”), and shall each of the Macrospace Shareholders will not authorize, encourage or permit its Subsidiaries any officer, director, employee, shareholder, affiliate or agent of Macrospace or any other person on such Macrospace Shareholder’s behalf to, and each of its the Founders will use his, her or its Subsidiaries’ respective officerscommercially reasonable efforts not to authorize, directorsencourage or permit any officer, employeesdirector, stockholdersemployee, Affiliatesshareholder, agents, advisors (including affiliate or agent of Macrospace or any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) person on Macrospace’s behalf to, directly or indirectly: (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support encourage or induce the making, submission or announcement of of, any offer or proposal from any party concerning any Alternative Transaction (as defined below); (ii) consider any inquiry, expression of interest, offer or proposal received from any party concerning any Alternative Transaction; (iii) furnish any information regarding Macrospace or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available such Macrospace Shareholder to any Person any non-public information person or entity in connection with respect to, or take any other action regarding, in response to any inquiry, expression of interest, offer or proposal for or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce regarding any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Alternative Transaction; (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction; (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Sorrent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between such Macrospace Shareholder and any third party that is related to, provides for or concerns any Alternative Transaction. During the Standstill Period identified in the preceding sentence, each Macrospace Shareholder will promptly notify Sorrent orally and in writing of any inquiries or proposals received by such Macrospace Shareholder or its agents regarding any Alternative Transaction and will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. As used herein, the term sheet“Alternative Transaction” means any commitment, indication agreement or transaction involving or providing for (a) the possible disposition of interestall or any substantial portion of Macrospace’s business, assets or Contract contemplating or otherwise relating to Macrospace Stock, whether by way of merger, consolidation, sale of assets, sale of stock (including outstanding stock), stock exchange, tender offer and/or any Acquisition Proposal other form of business combination or (vb) submit any Acquisition Proposal to the vote offering, issuance or sale of shares or other securities of Macrospace or any Company Stockholders. The Company will, and will cause the Company Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.8(a)Macrospace subsidiary.