Exclusivity. The Company, the Shareholders, and [[Organization B:Organization]] agree that, in recognition of the binding nature of this Letter of Intent, until the earlier of the execution of the Acquisition Agreement or sixty (60) days from the date hereof, the Shareholders, [[Organization B:Organization]] (and its affiliates, directors, representatives, employees or agents) will not directly or indirectly: # solicit, encourage or discuss a sale of all or any substantial part of [[Organization B:Organization]] or the Acquired Assets, or a sale of any equity or debt securities of [[Organization B:Organization]], or any subsidiary, or any acquisition, merger, consolidation, liquidation, dissolution, recapitalization, reorganization, or similar transaction involving [[Organization B:Organization]], or any subsidiary, with any other party (all of the foregoing are collectively referred to as “Acquisition Proposals”), or # provide any information regarding [[Organization B:Organization]] to any third party (other than information which is traditionally provided in the ordinary course of its business to third parties where the respective parties have no reason to believe that such information may be used to evaluate an Acquisition Proposal and information required to be delivered by legal process). The Shareholders and [[Organization B:Organization]] (and its affiliates, directors, representatives, employees and agents) will immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal and will promptly notify the Company if any Acquisition Proposal, or any inquiry or contact with any person or any entity with respect thereto, is made.

In the period between the date of this Letter of Intent and the termination of this Letter of Intent pursuant to Section 4 herein (as may be extended by the parties) the [[Organization A:Organization]] shall not (and will not permit any of their affiliates, employees, partners, officers, directors, stockholders, agents or other person acting on behalf of [[Organization A:Organization]] or each of the Company’s partners to) discuss or negotiate with any other person a possible sale of all or any material part of the Company, whether such transaction takes the form of a sale of stock or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets or otherwise (an “Acquisition Proposal”) or provide any information to any other person concerning the Company or the Company’s assets (other than information which the Company provides to other persons in the ordinary course of business consistent with past custom and practice, so long as the [[Organization A:Organization]] and [[Organization A:Organization]]’s partners have no reason to believe that the information may be utilized to evaluate an Acquisition Proposal). Each of [[Organization A:Organization]] and [[Organization A:Organization]]’s partners, and each affiliate, employee, officer, director, stockholder, agent or other person acting on their behalf # do not have any agreement, arrangement or understanding with respect to any Acquisition Proposal, # will cease and cause to be terminated any and all discussions with third parties regarding any Acquisition Proposal and # will promptly notify Purchaser if any Acquisition Proposal, or any inquiry or contact with any person or entity with respect thereto, is made. A breach of this section by any of the other named parties (i.e. affiliates or subsidiaries (whether existing now or formed later), employees, officers, directors, stockholders, agents or other persons acting on behalf of [[Organization A:Organization]] or [[Organization A:Organization]]’s partners) shall be deemed a breach by Levitt and [[Organization A:Organization]]’s partners, for which [[Organization A:Organization]] and [[Organization A:Organization]]’s partners shall be jointly and severally liable with respect to all harm, losses or damage suffered by Purchaser as a result of such breach.