Common use of Exclusivity Clause in Contracts

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall direct its Representatives not to, directly or indirectly, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall direct cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (A) enter into, solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise cooperate in any way regarding a Company Acquisition Proposal (an “Alternative Transaction”as defined herein), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Company Acquisition Proposal or (C) commence, continue or renew any due diligence investigation regarding any Alternative TransactionCompany Acquisition Proposal; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)7.4. The Company shall, and shall direct cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative TransactionCompany Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the ClosingFor purposes hereof, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.“

Exclusivity. From the date hereof through the Closing or until such time as this Agreement shall have been terminated pursuant to Article X, Seller will not, nor will Seller authorize any Affiliate or Representative of Seller to, and Seller will instruct its Affiliates or Representatives not to (a) From directly or indirectly solicit, initiate, encourage or participate in any way in (including by way of furnishing confidential information), or take any other action that facilitates any discussion, inquiry, offer, proposal, negotiation or other communication with any Person or group (other than Buyer or its Representatives) relating to, or that could reasonably be expected to result in, any merger, consolidation, sale, exchange or other disposition of any substantial portion of the date assets outside of this Agreement and ending on the earlier ordinary course of business or equity interests of or any business combination, recapitalization, liquidation, dissolution or other similar transaction (ior any combination of any of the foregoing) relating to the Closing and (ii) the termination disposition of this Agreementall, or substantially all, or any substantial portion of, the Company shall notBusiness or the Purchased Assets (each, and shall direct its Representatives not toan “Acquisition Proposal”); (b) disclose, directly or indirectly, to any Person known to Seller to be considering an Acquisition Proposal any information concerning Seller, the Business or any of the Purchased Assets; or (Ac) solicitenter into, negotiate withcontinue or participate in any discussions, provide any nonpublic information regarding the Company’s businessnegotiations or other communications, or enter into any understanding, Contract withor commitment, with any third party relating to, or take any action in any manner knowingly encourage, any proposal furtherance of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether written Acquisition Proposal received by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)Seller. The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it Seller will as promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly as practicable (and in no any event later than one within three (13) Business Day after the Company become aware of such inquiry or proposalDays) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy Buyer of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalAcquisition Proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives Seller shall be deemed to be a responsible for any breach of this Section 7.05(a) 6.5 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05its Affiliates or Representatives.

Exclusivity. (a) From the date of Except with respect to this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementtransactions contemplated hereby, the Company Company, the Stockholders and any of their affiliates shall not, and each of them shall direct cause its Representatives respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (A) solicitincluding, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encouragewithout limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)Acquisition Proposal, (Bc) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations understanding with any person conducted heretofore with respect or entity relating to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than an Acquisition Proposal, except for the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofMerger contemplated hereby. If the Company or any Stockholder, or any of its Representatives receives their respective Agents, have provided any inquiry person or proposal entity (other than UniCapital) with respect any confidential information or data relating to an Alternative Transaction at any time prior to the ClosingAcquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry notify UniCapital immediately if any inquiries, proposals or proposal) notify such person in writing that the Company is subject offers related to an exclusivity agreement with respect Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed an Acquisition Proposal are sought to be a breach initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.058.10.

Exclusivity. Under this Agreement, Employee represents that he shall not, in his individual capacity or otherwise, render Services or accept employment from any other company, or become an officer, controlling shareholder or partner in any other entity engaged in the field of music technology, or that in other ways competes with the Company or poses, judged by good faith standards, a conflict of interest between the Company and the other entity. In the event Employee wishes to accept or retain a Board of Director’s position at any other entity, he shall obtain Board approval prior to accepting or retaining such position, with such Board approval not to be unreasonably withheld. Notwithstanding anything to the contrary stated in this Agreement, Employee may acquire and/or retain, as an investment, and take customary actions (aincluding the exercise or conversion of any securities or rights) From to maintain and preserve Employee's ownership of any one or more of the date of this Agreement and ending on the earlier of following (provided such actions, other than passive investment activities, do not unreasonably interfere with Employee's Services hereunder): (i) securities of any corporation that are registered under Sections 12(b) or 12(g) of the Closing Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that are publicly traded as long as Employee is not part of any control group of such corporation and, in the case of public corporations in competition with the Company, such securities do not constitute more than five percent of the voting power of that public company; (ii) the termination any securities of this Agreementa partnership, the Company shall trust, corporation or other person so long as Employee remains a passive investor in that entity and so long as such entity is not, and shall direct its Representatives not to, directly or indirectly, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of competition with the Company, whether (iii) securities or other interests now owned or controlled, in whole or in part, directly or indirectly, by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate Employee in any discussions regarding, corporation or furnish to any other person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or and which are identified on Schedule 1.4 hereto; and (Civ) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance securities of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalAffiliates. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth Nothing in this Section 7.05(a) by the Company or its Representatives Agreement shall be deemed to be a breach of this Section 7.05(a) by prevent or restrict Employee's ownership interest in the Company and its Affiliates or Employee's ability to continue any business activity in which Employee was engaged prior to joining the Company. For clarity, with the Company may inform exception of any person making an unsolicited proposal regarding an Alternative Transaction business that has as its business model the development, production, marketing, selling and distribution of the terms of this Section 7.05any technology whatsoever, or Employee’s ability to render charitable or community services.

Exclusivity. (a) From and after the date of this Agreement and ending on the earlier of (i) until the Closing and (ii) the or termination of this AgreementAgreement pursuant to Section 8, the Acquired Company shall will not, and shall direct nor will it authorize or permit any of its Representatives not officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (Ai) solicit, negotiate withinitiate or induce the making, provide submission or announcement of any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)Acquisition Proposal, (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or cooperate in take any way other action to facilitate any inquiries or the making of any proposal that would otherwise constitutes or may reasonably be expected to lead to, any Alternative Transaction Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (Cv) commenceenter into any letter of intent or similar document or any contract, continue agreement or renew commitment contemplating or otherwise relating to any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement Acquisition Proposal. The Seller Parties and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallAcquired Company’s subsidiaries will, and shall direct its Representatives will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any person parties conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalAcquisition Proposal. Without limiting the foregoing, the parties agree it is understood that any violation of the restrictions set forth in this Section 7.05(a) the preceding sentence by any officer, director or employee of the Acquired Company or any of its Representatives subsidiaries or any investment banker, attorney or other advisor or representative of the Acquired Company or any of its subsidiaries shall be deemed to be a breach of this Section 7.05(a) 5.3 by the Acquired Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) hereof until the Closing and (ii) or the early termination of this Agreement, the Company Warrantors shall not, and shall direct cause their respective Affiliates and its and their respective Representatives not to, directly or indirectly, (Ai) solicit, negotiate with, provide initiate or knowingly facilitate or encourage the submission of any nonpublic information regarding Acquisition Proposal or the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, making of any proposal of, or offer that could reasonably be expected to lead to any person Acquisition Proposal; (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bii) enter into any agreement regardinginto, continue or otherwise participate in any discussions negotiations with any Person regarding, or furnish to any person Person any nonpublic information with respect to, any Acquisition Proposal; (iii) enter into or cooperate engage in discussions with or assist, participate in, facilitate or encourage any way that would otherwise reasonably be expected to lead toeffort by, any Alternative Transaction Person with respect to any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; or (Cvi) commence, continue otherwise knowingly facilitate any effort or renew attempt by any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallPerson to arrange or consummate an Acquisition Proposal, and shall direct its Representatives toimmediately (w) cease, immediately cease any and cause to be terminated, all existing activities, negotiations and discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Acquisition Proposal, (x) revoke or withdraw access of any Person other than the parties hereto Purchaser, its Affiliates and their respective RepresentativesRepresentatives to any data room (virtual or actual) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or containing any of its Representatives receives any inquiry or proposal non-public information with respect to an Alternative Transaction at any time prior to Group Company or its Affiliates previously furnished and request from such Persons the Closingprompt return or destruction of all such non-public information, then the Company shall promptly (and in no event later than one (1y) Business Day after the Company become aware of such inquiry or proposal) immediately notify such person Purchaser in writing that the Company is subject upon receipt of any proposal, approach, offer, request or indication of interest from any third party relating to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalAcquisition Proposal, and will provide BCAC Purchaser with a copy information regarding the material terms of any such written inquiry or proposal or a detailed summary Acquisition Proposal which would reasonably be considered to be relevant for Purchaser to be aware of any such verbal inquiry or proposal, including in each case the identity context of the person making transactions contemplated hereby, and (z) take such inquiry action as is necessary to enforce any confidentiality or proposal. Without limiting the foregoing, the parties agree that any violation “standstill” provisions or provisions of the restrictions set forth in this Section 7.05(a) by the Company similar effect to which it is a party or its Representatives shall be deemed to be of which it is a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05beneficiary.

Exclusivity. (a) From Until the date of this Agreement and ending on Closing or the earlier of (i) the Closing and (ii) the termination of this Agreement, Seller agrees that neither it nor any of its Affiliates nor any of the Company shall notmanagers and officers of Seller or its Affiliates shall, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to: (i) a merger, recapitalization, consolidation, business combination or other similar transaction involving Seller or any material portion of, the Business or the Acquired Assets; (ii) a purchase of Seller, the Business or substantially all of the Acquired Assets; (iii) a sale or disposition of all or any material portion of Seller, the Business or substantially all of the Acquired Assets; or (iv) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Seller (any such proposal or offer, an “Acquisition Proposal”). Until the Closing or the earlier termination of this Agreement, Seller and shall direct its Representatives not tothe Seller Principals further agree that neither they nor any of their managers, officers, employees, agents or representatives shall, directly or indirectly, (Ax) solicitengage in any negotiations concerning, negotiate or provide any confidential information or data to, or have any discussions with, provide any nonpublic information regarding the Company’s businessPerson relating to an Acquisition Proposal, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (By) enter into any agreement, arrangement, understanding or other contract, agreement regardingor understanding with any Person requiring Seller or any Seller Principal to abandon, continue terminate or otherwise participate in fail to consummate any discussions regarding, of the transactions contemplated hereby or furnish to by any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions Documents. Seller shall not be deemed a violation of this Section 7.05(a). The Company promptly notify Buyer if Seller shall, and shall direct its Representatives toon or after the date hereof, immediately cease have received an Acquisition Proposal or any and all existing discussions request for information or negotiations access in connection with a possible Acquisition Proposal involving any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Person or group (other than an Affiliate of Buyer), including the parties hereto nature and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware terms of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry Person or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05group.

Exclusivity. (a) From and after the date of this Agreement and ending on hereof until the earlier of (ia) the Closing Date, and (iib) the termination of this AgreementAgreement pursuant to Article IX (the "Exclusivity Period"), the Company and any Affiliate, officer, director, agent, or representative of the Company shall not, and shall direct its Representatives not to, directly or indirectly, : (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bi) enter into any written or oral agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations understanding with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Person (other than the parties hereto Purchasers and their respective Representatives) that has prior other Persons acceptable to the date hereof executed a confidentiality agreement in connection Purchasers Representative) regarding Another Transaction (as defined below); (ii) initiate or continue any negotiations or discussions with itsany person or entity (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding the possibility of Another Transaction; (iii) submit, his solicit, initiate, encourage, participate in, or her consideration of acquiring facilitate any proposal or offer regarding Another Transaction; or (iv) except as otherwise required by law, provide any non-public financial or other confidential or proprietary information regarding the transactions contemplated hereby to any Person (other than to the Purchasers and other Persons acceptable to the Purchasers Representative) whom the Company knows, or has reason to return believe, would have any interest in participating in Another Transaction. As used herein, "Another Transaction" means any issuance, sale, exchange, merger, combination, consolidation, recapitalization, or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or similar transaction involving any of its Representatives receives any inquiry the capital stock, equity interests, long-term debt arrangements, assets or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale business of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy (other than sales of any such written inquiry or proposal or a detailed summary inventory in the ordinary course of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalbusiness). Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives Another Transaction shall be deemed to include the sale of either the Company's Portland operations or the Company's Florida operations (a "Division Sale") even if one Person or group of related Persons does not purchase both operations. The Company shall notify the Purchasers Representative in writing immediately if after the date hereof any Person (other than the Purchasers and other Persons acceptable to the Purchasers Representative) makes any proposal, offer, inquiry or makes or has any contact in respect to Another Transaction or a Division Sale. The parties hereto acknowledge that the Purchasers would be irreparably injured by a breach of this Section 7.05(a) by 5.5 and agree that the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction Purchasers Representative on behalf of all or some of the terms Purchasers shall be entitled, in addition to any other rights or remedies the Purchasers may have under law or by agreement, to equitable relief, including injunctive relief, in the event of a breach of this Section 7.05.5.5. ARTICLE VI

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company shall not, and shall direct cause its Representatives and Subsidiaries not to, directly or indirectly, (Ai) solicitinitiate, negotiate withsolicit or encourage (including by way of providing confidential or non-public information) any inquiries, provide proposals or offers that constitute or may reasonably be expected to lead to any nonpublic information regarding the Company’s business, purchase of shares or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all Equity Securities of the equity interests Company or material portion of the assets of the Company, whether by Company and its Subsidiaries (on a consolidated basis) or any merger, sale of stock, sale of assets, business combination or otherwise other similar transaction of the Company or its Subsidiaries (an “Alternative TransactionTransaction Proposal”), (Bii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement regardingor deliver any agreement or instrument (including a confidentiality agreement, continue letter of intent, term sheet, indication of interest, indicative proposal or otherwise participate in any discussions regarding, other agreement or furnish instrument) related to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or Proposal; provided that (Cx) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect agrees to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If notify SPAC if the Company or any of its Representatives receives or Subsidiaries receive any inquiry offer or proposal with communication in respect to of an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalProposal, and will provide BCAC promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with a copy any person or group of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the identity of the person making such inquiry or proposal. Without limiting the foregoingInterim Period, the parties agree that Company will not confidentially submit to or file with the SEC any violation of the restrictions Registration Statement on Form S-1 or F-1. Notwithstanding anything set forth in this Section 7.05(a8.03(a) by to the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For claritycontrary, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction shall be permitted to undertake the Permitted Equity Financing if (and only if), (1) none of the Company, its Subsidiaries, or its Representatives, prior to November 1, 2021, (x) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (y) engage or participate in any discussions, negotiations or transactions with any third party regarding the Permitted Equity Financing or that are intended to lead to the Permitted Equity Financing, (2) the Company (x) notifies SPAC promptly (and in any event within twenty-four (24) hours) after the Company has determined to pursue the Permitted Equity Financing or potential Permitted Equity Financing, (y) keeps SPAC reasonably informed on a prompt and timely basis of the status, discussions, negotiations and terms (including any developments, amendments or proposed amendments to such terms) of this Section 7.05the Permitted Equity Financing or potential Permitted Equity Financing, and (z) consults with SPAC in respect of the Permitted Equity Financing or potential Permitted Equity Financing, and (3) each Person that receives Equity Securities in connection with the Permitted Financing shall enter into an agreement substantially in the form of the Company Shareholder Lock-Up and Support Agreement (excluding Article VI therein), which shall also contain a customary voting provision in which such Person agrees to vote (whether at a meeting or by written consent) all of the Equity Securities owned by such Person in favor and support of the Transactions, including the Company Transaction Proposals.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and and/or (ii) the termination of this Agreement, the Company shall not, and shall direct cause its Representatives not to, directly or indirectly, (A) enter into, solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person (or other than BCAC and its affiliatesentity or “group” within the meaning of Section 13(d) relating to a potential acquisition of all or substantially all of the equity interests or Exchange Act, concerning (1) any sale of assets of the Company, whether by (2) the issuance or acquisition of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities of the Company, or (3) any conversion, consolidation, merger, sale of stockliquidation, sale of assets, business combination dissolution or otherwise similar transaction (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Transaction, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him him, or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC GigCapital5 with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. The Company shall, and shall use its reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease (a) From the date of any and all discussions or negotiations with any Person (other than Parent and its Affiliates and its and their respective Representatives) regarding a Competing Transaction, (b) furnishing to any Person (other than Parent and its Affiliates and its and their respective Representatives) any information with respect to a Competing Transaction and (c) cooperating with, assisting in, participating in, facilitating or encouraging a Competing Transaction. Until such time, if any, as this Agreement and ending on is terminated pursuant to the earlier of (i) the Closing and (ii) the termination of this Agreementterms hereof, the Company agrees that it shall not, and shall direct use its reasonable best efforts to cause its Affiliates and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (Ai) initiate, solicit, negotiate withknowingly encourage or otherwise facilitate any inquiries or the making of an offer or proposal regarding any Competing Transaction, provide (ii) engage in any nonpublic information regarding the Company’s businessnegotiations concerning, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person agreement (other than BCAC and an agreement with its affiliates) relating to a potential acquisition of all Subsidiaries or substantially all of the equity interests its or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior regarding a Competing Transaction or otherwise knowingly facilitate a Competing Transaction or (iii) except as described in the immediately following sentence, file any amendments to or make any other filing with the Commission with respect to the date hereof executed a confidentiality agreement in connection Registration Statement, including any public or publicly available correspondence with itsrespect thereto, his or her consideration request that the Registration Statement (or the prospectus contained therein) be declared effective by the Commission or make any public announcements with respect to an initial public offering of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives Subsidiaries, notwithstanding the fact that any inquiry such failure to file or proposal with respect to an Alternative Transaction at any time prior to other inaction may result in the ClosingRegistration Statement (or the prospectus contained therein) being deemed stale by the Commission. Promptly after the date of this Agreement, then the Company shall promptly (and in no event later than one (1) Business Day after file a Registration Withdrawal Request on Form RW with the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement Commission with respect to the sale of the Company that prohibits it from considering such inquiry or proposalRegistration Statement and, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be if deemed to be a breach of this Section 7.05(a) advisable by the Company. For clarity, make a filing with the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of Commission on Form 8-K and other appropriate filings with the terms of this Section 7.05Commission in connection therewith.

Exclusivity. (a) From The Company and the date of this Agreement Seller grant to Buyer the exclusive right to acquire the Shares until the Final Termination Date. The Company shall not and ending on shall cause its Subsidiaries not to, and the earlier of (i) the Closing and (ii) the termination of this Agreement, Seller shall cause the Company shall not, and shall direct its Representatives Subsidiaries not to, directly or indirectly, indirectly (Aa) solicit, negotiate with, provide initiate or encourage the submission of any nonpublic information regarding proposal or offer from any Person relating to the Company’s businessacquisition of the Shares or any capital stock or other voting securities, or enter into any Contract with, or in any manner knowingly encourage, any proposal substantial portion of the assets of, the Company or any person of its Subsidiaries (other than BCAC and its affiliates) relating to including any acquisition structured as a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination consolidation or otherwise share exchange) or (an “Alternative Transaction”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person furnishing any information with respect to, assist or cooperate participate in, or facilitate in any way that would otherwise reasonably be expected other manner any effort or attempt by any Person to lead todo or seek any of the foregoing. The Seller will notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that of the execution, delivery and performance of this Agreement foregoing and the Transaction Documents Seller shall provide copies and disclose the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallterms thereof to Buyer, and shall direct its Representatives to, immediately cease any and cause to be terminated and shall use its reasonable best efforts to cause all Company/Seller Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalPersons. Without limiting the foregoing, the parties agree it is agreed that any violation of the restrictions set forth in this Section 7.05(a) above by any Affiliate of the Company Company, its Subsidiaries or the Seller or any of their Representatives, whether or not such Person is purporting to act on behalf of the Company, any of its Representatives Subsidiaries or the Seller, shall be deemed to be a breach of this Section 7.05(a) 5.6 by the Company. For clarity, its Subsidiary or the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Seller, as applicable.

Exclusivity. (a) From Between the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this AgreementAgreement pursuant to Section 8.1, none of the Company Warrantors or any of their respective Affiliates, officers, directors, representatives or agents shall, and the Warrantors shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents to not, and shall direct its Representatives not to(i) solicit, directly initiate, consider, encourage or indirectly, accept any other proposals or offers from any Person (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential any acquisition or purchase of all or substantially all any portion of the equity interests in the Company or any other Group Company or all or any portion of the assets of the any Group Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) to enter into any agreement regardingmerger, continue consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to any Group Company, or (ii) participate in any discussions discussions, conversations, negotiations and other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to lead to, seek to do any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)foregoing. The Company Warrantors immediately shall, and the Warrantors immediately shall direct its Representatives cause the other Group Companies to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will Warrantors shall notify the Purchaser promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsif any such proposal or offer, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal other contact with any Person with respect thereto, is made and shall, in any such notice to an Alternative Transaction at any time the Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Warrantors agree not to, and the Warrantors shall cause the other Group Companies not to, prior to the Closing, then without the Company shall promptly (and in no event later than one (1) Business Day after prior written consent of the Company become aware of such inquiry Purchaser, release any Person from, or proposal) notify such person in writing that the waive any provision of, any confidentiality or standstill agreement to which any Warrantor or Group Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05party.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company shall notnot take, and nor shall direct it permit any of its Affiliates or Representatives not toto take, whether directly or indirectly, (A) written or oral, any action to solicit, negotiate initiate, continue or engage in discussions or negotiations with, provide any nonpublic information regarding the Company’s business, or enter into any Contract agreement with, or in any manner knowingly encourage, any proposal ofrespond, provide information to or commence due diligence with respect to, any person Person (other than BCAC and Acquiror and/or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning any purchase of all or substantially all of the equity interests or assets any of the Company, whether by merger, ’s equity securities or the issuance and sale of stockany securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger recapitalization or similar business combination transaction or sale of assetssubstantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business combination or otherwise (each such acquisition transaction, but excluding the Transactions, an “Alternative Acquisition Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding regarding, or that is reasonably likely to give rise to or result in, any Alternative offer, inquiry, proposal indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a9.04(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions discussions, conversations, negotiations or negotiations other communications with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsrespect to, his or her consideration of acquiring which is reasonably likely to give rise to or result in, an Acquisition Transaction, and request the Company to prompt return or destroy destruction of all Confidential Information furnished confidential information previously furnished, in each case with respect to such person by any of the foregoing. The Company represents and warrants to Acquiror that this Section 9.04(a) does not and will not conflict with or on behalf of itviolate any agreement, him understanding or her prior arrangement, whether written or oral, to the date hereof. If which the Company or (to the Company’s Knowledge) any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Affiliates are currently bound.

Exclusivity. (a) From Between the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this AgreementAgreement pursuant to Section 8.1, none of the Warrantors and the Company or any of their respective Affiliates, officers, directors, representatives or agents shall, and the Warrantors and the Company shall notcause the other Group Companies and their respective Affiliates, officers, directors, representatives and shall direct its Representatives agents not to, directly (i) solicit, initiate, consider, encourage or indirectly, accept any other proposals or offers from any Person (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential any acquisition or purchase of all or substantially all any portion of the equity interests in the Company or any other Group Company or all or any material portion of the assets of the CompanyGroup Companies, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) to enter into any agreement regardingmerger, continue consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to any Group Company, or (ii) participate in any discussions discussions, conversations, negotiations and other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to lead to, seek to do any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that of the execution, delivery and performance of this Agreement foregoing. The Warrantors and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives cause the other Group Companies to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will promptly request each person (other than the parties hereto Warrantors and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return shall notify the Purchaser promptly if any such proposal or destroy all Confidential Information furnished to such person by offer, or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal other contact with any Person with respect to an Alternative Transaction at thereto, is made and shall, in any time prior such notice to the ClosingPurchaser, then the Company shall promptly (and indicate in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case reasonable detail the identity of the person Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Without limiting The Warrantors and the foregoingCompany agree not to, and to cause the parties agree that any violation other Group Companies not to, without the prior written consent of the restrictions set forth in this Section 7.05(a) by the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Warrantor or Group Company or its Representatives shall be deemed to be is a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05party.

Exclusivity. (a) From Between the date of this Agreement and ending on the earlier to occur of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to Article 8 and the Closing Date, the Company Seller shall not, and shall direct its Representatives not to, directly or indirectlyindirectly (including indirectly through its Representatives), (Aa) solicit, negotiate withinitiate, provide knowingly encourage or induce or take any nonpublic information regarding the Company’s business, or enter into any Contract with, or other action to in any manner way knowingly encourage, facilitate any inquiries or the making of any proposal of, any person that constitutes or would reasonably be expected to lead to (other than BCAC and its affiliatesincluding by way of furnishing information or assistance) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Competing Transaction”), (Bb) enter into any agreement regarding, continue engage in or otherwise participate in any negotiations or discussions regardingwith any Person (other than any Governmental Authority) concerning, or furnish to any person provide any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead with, any Person relating to, any Alternative Competing Transaction or (Cc) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives agree to, approve or recommend any contract (written or oral), agreement in principle, letter of intent, term sheet or other similar instrument relating to any Competing Transaction. Seller shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person parties conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person of the foregoing (other than any such discussions with any Governmental Authority) and shall use its Commercially Reasonable Efforts to cause any such party in possession of confidential information about Seller that was furnished by or on behalf of Seller in connection with the parties hereto and their respective Representatives) that has sale process conducted by Seller prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring respect to the Company Purchased Assets to return or destroy all Confidential Information furnished such information. Seller acknowledges and agrees that any remedy at law for breach of the foregoing covenant may be inadequate and, in addition to such person by any other relief which may be available, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages, posting bond or on behalf providing surety, and without regard to the adequacy of itany remedy at Law. Seller represents and warrants that, him or her prior to as of the date hereof. If the Company , (x) it is not engaged in discussions or negotiations with any party other than Purchaser or any of its Representatives receives any inquiry or proposal Governmental Authority with respect to an Alternative Transaction at any time prior to of the Closingforegoing, then the Company shall promptly (and in y) there is no event later than one stand-by or back-up contract (1) Business Day after the Company become aware of such inquiry written or proposal) notify such person in writing that the Company is subject to an exclusivity oral), agreement or other understanding with respect to the sale of the Company that prohibits it from considering such inquiry or proposalPurchased Assets, and will provide BCAC (z) it has terminated all discussions with a copy of third parties (other than any Governmental Authorities) with respect to such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05proposed matters.

Exclusivity. (a) From the date of this Agreement and ending on until the Closing, or the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with its terms, the Company neither Seller nor bcIMC shall not, (and shall direct its not cause or permit their respective Affiliates or any of their or their Affiliates’ Representatives not to, ) directly or indirectly, : (Aa) solicit, negotiate with, provide any nonpublic information regarding the Company’s businessinitiate, or enter into encourage the submission of any Contract with, Acquisition Proposal or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliatesb) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, assist or cooperate participate in, or facilitate in any way that would otherwise reasonably be expected to lead toother manner, any Alternative Transaction effort or (C) commence, continue attempt by any Person to do or renew seek any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery Acquisition Proposal. Each of Seller and performance of this Agreement bcIMC shall immediately cease and the Transaction Documents and the consummation of the Transactions shall not cause to be deemed a violation of this Section 7.05(a). The Company shallterminated, and shall direct cause its Affiliates and all of its and their Representatives to, to immediately cease any and cause to be terminated, all existing discussions or negotiations with any person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. Seller and bcIMC shall notify Buyer promptly (and in any event within three (3) Business Days) if any Person makes any proposal, offer, inquiry or contact with respect to any Alternative Transactionof the foregoing (whether solicited or unsolicited). The Company also agrees that it will promptly request each person For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than the parties hereto and their respective RepresentativesBuyer) that has prior to the date hereof executed concerning (i) a confidentiality agreement in connection with itsmerger, his consolidation, liquidation, recapitalization, share exchange or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If other business combination transaction involving the Company or any of its Representatives receives any inquiry the MUI Subsidiaries; (ii) the issuance or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware acquisition of such inquiry shares of capital stock or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale other Equity Interests of the Company that prohibits it from considering such inquiry or proposalany of the MUI Subsidiaries; or (iii) the sale, and will provide BCAC with a copy lease, exchange or other disposition of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity significant portion of the person making such inquiry Company’s or proposalany MUI Subsidiary’s properties or assets. Without limiting Notwithstanding the foregoing, the parties agree that any violation of the restrictions set forth nothing in this Section 7.05(a) by 6.8 will restrict Seller from complying with its obligations to bcIMC pursuant to the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Stockholders Agreement.

Exclusivity. (a) From the date of this Agreement The Company and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company its Affiliates shall not, and shall direct its cause the Company Subsidiaries and their respective Representatives not to, directly or indirectly, (Aa) (i) solicit, negotiate with(ii) initiate, provide any nonpublic information regarding the Company’s business(iii) knowingly encourage or assist, or enter into any Contract with, or in any manner knowingly encourage, (iv) respond to the submission of any proposal ofor offer from any third-party relating, with respect to the Company or any person of the Company Subsidiaries, to any (other than BCAC and its affiliatesw) relating to a potential liquidation, dissolution or recapitalization, (x) merger or consolidation, (y) acquisition or purchase of all or substantially all a significant portion of the assets of, or any equity interests interest in, the Company or assets any of the Company, whether by merger, sale of stock, sale of assets, Company Subsidiaries or (z) similar transaction or business combination or otherwise (an a “Alternative Competing Transaction”), nor (Bb) enter into any agreement regarding, continue or otherwise participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any person other third-party any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead towith, or assist or participate in, or knowingly facilitate or encourage, any Alternative effort or attempt by any Person to pursue or effect a Competing Transaction or nor (Cc) commenceenter into any agreement with respect to a Competing Transaction, continue or renew any due diligence investigation regarding any Alternative Transaction; providedexcept, that in the executioncases of clauses (a)(iv) (and clause (a)(iii) to the extent an action described in clause (a)(iv) would also constitute an action described in clause (a)(iii)) and (b), delivery and performance of this Agreement and to the Transaction Documents and extent failure to do so would be inconsistent with the consummation fiduciary duties of the Transactions board of directors of the Company under applicable Law. Any information described in the foregoing clause shall not only be deemed provided pursuant to a violation of this Section 7.05(a)confidentiality agreement with confidentiality provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. The Company shall, and shall direct instruct all Representatives acting on its Representatives to, and its Affiliates’ behalf to immediately cease any existing activities, discussions and all existing discussions or negotiations with any person conducted heretofore Persons with respect to any Alternative Transactionof the foregoing. The As soon as reasonably practicable after the date hereof, the Company also agrees that it will promptly request shall instruct each person Person (other than Parent and the parties hereto Merger Subs and their respective Representativesrepresentatives) in possession of confidential information about the Company that has prior was furnished pursuant to the date hereof executed a confidentiality agreement within the prior twelve (12) months in connection with its, his any actual or her consideration of acquiring potential proposal by such Person to acquire the Company (or any portion thereof) to promptly return or destroy all Confidential Information furnished to such person by or on behalf of itinformation, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such confidentiality agreement.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) Effective Date until the Closing and (ii) the termination of this AgreementDate, the Company Seller shall not, and shall direct cause its Subsidiaries and its and their respective Representatives not toand any other Person acting on its or their behalf to not, directly or indirectly, (Aa) solicit, negotiate withinitiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any nonpublic information regarding or afford access to the Company’s businessproperties, books or enter into records of the Target Companies or relating to the Business to any Contract with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC and Buyer or its affiliatesAffiliates or Representatives), in each case, concerning a sale (or possible sale) relating to a potential acquisition of all or substantially all any part of the equity interests Business, the Transferred Assets or assets of the CompanyTarget Companies, whether by such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of stock, sale assets (including all or a material portion of assets, business combination the assets or any interest therein) or otherwise (an “Alternative Transaction”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect agree to, accept, approve, endorse or cooperate in recommend (or propose or announce any way that would otherwise reasonably be expected intention or desire to lead toagree to accept, approve, endorse or recommend) any Alternative Transaction or (Cc) commence, continue or renew any due diligence investigation regarding submit any Alternative Transaction; provided, that Transaction to the execution, delivery and performance vote of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)its stockholders. The Company Seller shall, and shall direct cause its Subsidiaries and its and their respective Representatives to, immediately cease discontinue any and all existing discussions ongoing communications or negotiations with any person conducted heretofore with respect relating to any Alternative Transaction. The Company also agrees that it will promptly request Transaction and instruct each person (other than participant in the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company sale process to return or destroy all Confidential Information furnished any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such person by other participant). Seller shall promptly notify Buyer in the event that it or on behalf of it, him its Subsidiaries or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry request for information, proposals, inquiries or proposal with respect other contact from any Person relating to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoingPerson, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the material terms of this Section 7.05any proposal and a reasonable summary of all communications).

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) the termination of this AgreementClosing, the Company Representative and each Member shall not, and shall direct its cause the Company and the officers, managers, employees, Members and Representatives of the Company not to, directly or indirectly, (A) discuss, pursue, solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessparticipate in, facilitate, encourage or otherwise enter into any Contract withdiscussions, negotiations, agreements or in any manner knowingly encourageother arrangements regarding or which could lead to, any proposal of, any person a possible sale or other disposition (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale reorganization, recapitalization or otherwise) of stock, sale all or any part of assets, business combination the capital stock or otherwise any portion of the assets of the Company with any other Person other than Buyer or its Affiliates (an “Alternative TransactionAcquisition Proposal”), (B) enter into or provide any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish information to any person any Person other than Buyer and its Representatives other than information with respect to, or cooperate which is traditionally provided in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation regular course of the Transactions shall not Company’s business operations to third parties where the Company and its officers, managers and Affiliates have no reason to believe that such information may be deemed a violation utilized to evaluate any Acquisition Proposal. No Member will vote any of this Section 7.05(a)the outstanding equity securities of the Company in favor of any Acquisition Proposal. The Company Company, the Representative and each Member shall, and shall direct its cause the officers, managers, Members, employees, and Representatives of the Company to, (a) immediately cease and cause to be terminated any and all existing contacts, discussions or and negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (Person other than Buyer and its Affiliates and Representatives regarding the parties hereto and their respective Representativesforegoing; (b) that has prior to the date hereof executed a confidentiality agreement in connection with itspromptly notify Buyer if any Acquisition Proposal, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal contact with any Person with respect to an Alternative Transaction at any time prior to thereto which has been made as of the Closing, then the Company shall promptly date of this Agreement or is subsequently made; and (and in no event later than one (1c) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement keep Buyer fully informed with respect to the sale status of the foregoing. The Company that prohibits it from considering such inquiry and each Member agree not to, without the prior consent of Buyer, release any Person from, or proposalwaive any provision of, and will provide BCAC with a copy of any such written inquiry standstill agreement or proposal or a detailed summary of confidentiality agreement to which any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarityMember, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05is a party.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company shall notnot take, and it shall direct its Affiliates and Representatives not toto take, whether directly or indirectly, any action to (Ai) solicit, negotiate initiate, continue or engage in discussions or negotiations with, provide any nonpublic information regarding the Company’s business, or enter into any Contract agreement with, or in any manner knowingly encourage, any proposal ofrespond to, or provide information to, any person Person (other than BCAC and Quantum or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning any merger, recapitalization or similar business combination transaction, or any sale of all or substantially all of the equity interests or assets of involving the CompanyCompany and its Subsidiaries, whether by mergertaken as a whole (each such acquisition transaction, sale of stockbut excluding the Transactions, sale of assets, business combination or otherwise (an “Alternative Acquisition Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Cii) commence, continue or renew any due diligence investigation regarding regarding, or that is reasonably likely to give rise to or result in, any Alternative offer, inquiry, proposal or indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction; provided, that that, the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a10.03(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsrespect to, his or her consideration which is reasonably likely to give rise to or result in, an Acquisition Transaction. Furthermore, if the Company, any of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company its Subsidiaries or any of its their respective Representatives receives any inquiry or proposal with respect to an Alternative Acquisition Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one forty eight (148) Business Day hours after the Company become becomes aware of such inquiry or proposal) notify such person (1) advise Quantum orally and in writing that of such inquiry or proposal (including the Company is subject to an exclusivity agreement with respect to the sale identity of the Company that prohibits it from considering Person making such inquiry or submitting such proposal, and the terms thereof) and (2) provide Quantum with a copy of such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including if in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05writing.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall direct cause its Representatives not to, directly or indirectly, (A) enter into, solicit, negotiate initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any nonpublic information regarding to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (1) any sale of assets of the Company equal to 5% or more of the Company’s businessassets or to which 5% or more of the Company’s revenues or earnings are attributable, (2) the issuance or enter into acquisition of 5% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 5% or more of the combined voting power of the Company or (3) any Contract withconversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any manner knowingly encourage, any proposal of, any person (or other than BCAC and its affiliates) relating to a potential acquisition of all entity or substantially all group beneficially owning 5% or more of the equity interests or assets combined voting power of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise other than with Parent and its Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a6.4(a). The Company shall, and shall direct cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC Parent with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a6.4(a) by the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a6.4(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Pre-Closing and (ii) the termination of this AgreementPeriod, the Company and each Seller shall not, and shall direct not permit any of his, her or its respective Affiliates or Representatives not to, directly or indirectly, (Aa) (i) initiate or continue any contact with, (ii) make, solicit, negotiate encourage or respond to any inquiries or proposals by, (iii) enter into or participate in any discussions or negotiations with, provide (iv) disclose, directly or indirectly, any nonpublic information concerning the Business or properties of the Company Group or the Transaction to, or (v) afford any access to the Company Group’s properties, books or records to, any Person, in the case of each of clauses (i) through (v) above, in connection with any possible proposal regarding the Company’s business, direct or enter into indirect sale of any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all portion of the equity interests Equity Securities or assets of the Company, whether by merger, Company (other than the sale of stockinventory in the Ordinary Course of Business), sale of assetsa merger or consolidation involving the Company Group, business combination or otherwise any similar transaction, in each case except as contemplated by this Agreement (an “Alternative Transaction”), or (Bb) enter into or participate in any discussions or negotiations regarding, or accept any proposal or enter into any agreement regardingfor, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any an Alternative Transaction; provided. During the Pre-Closing Period, that the execution, delivery and performance of this Agreement each Seller and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct cause its Affiliates and Representatives to, immediately cease all discussions and actions which violate or conflict with this Section 5.06. During the Pre-Closing Period, the Company and each Seller shall, promptly following receipt, give Buyer notice of any inquiry, communication or proposal regarding an Alternative Transaction (and all existing discussions the terms thereof) received by a Seller, any member of the Company Group, or negotiations with any person conducted heretofore with respect to of his, her or its respective Affiliates or Representatives. Each Seller shall be responsible for any Alternative Transactionbreach of this Section 5.06 by his, her or its Affiliates or Representatives. The Company also agrees and each Seller represents that neither he, she or it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or nor any of his, her or its Affiliates or Representatives receives is a party to or bound by any inquiry or proposal Contract with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Transaction.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier of (i) the Closing and (ii) Effective Time or the termination of date this AgreementAgreement is terminated pursuant to Section 8.1, the Company Sellers shall not, and shall direct cause each of the Transferred Companies and its and their respective Representatives not to, directly or indirectly, (Ai) solicitinitiate, negotiate withsolicit or encourage the submission of any inquiries, proposals or offers, provide any nonpublic non-public information regarding the Company’s businessor data or access to any Person relating to or in connection with a potential Competing Transaction, or enter into make any Contract withother efforts or attempts that constitute, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Competing Transaction, or (C) commence, continue or renew engage in any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any person such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company, a Competing Transaction, (iii) enter into any merger agreement, letter of intent or other agreement providing for or relating to a Competing Transaction, (iv) enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to do any of the foregoing. The Company shall immediately cease and cause to be terminated all discussions or negotiations existing as of the date of this Agreement with any Person and any other activities conducted heretofore with respect to any Alternative TransactionCompeting Transaction and, subject to the other provisions of this Section 6.5, will use its commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement to which any of the Transferred Companies is a party, including by requesting the prompt return or destruction of all confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms and provisions thereof in a court of competent jurisdiction. The In addition, the Company also agrees that it will promptly request each person shall immediately terminate access for all Persons to the Data Room (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company Buyer or its Representatives shall be deemed to be a breach Representatives). For purposes of this Section 7.05(a) by the Company. For clarity6.5, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.term “

Exclusivity. (a) From the date of this Agreement Signing Date and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, the Company parties hereto shall not, and shall direct cause their respective subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of its outstanding capital stock or any conversion, merger, consolidation, liquidation, recapitalization, dissolution or similar transaction involving such party or any of such party’s subsidiaries other than BCAC with the other parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company Each party shall, and shall direct cause its subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it Each party will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement Signing Date been provided with Confidential Information in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all such Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company a party or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties hereto agree that any violation of the restrictions set forth in this Section 7.05(a) 7.05 by the Company a party or any of its subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.05 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party.

Exclusivity. In view and in consideration of the substantial time and effort that the Parties will devote to the proposed transaction, for a period of time (athe “Exclusivity Period”) From commencing on the date of this Agreement and ending on the December 31, 2020 or at such earlier of (i) time that this Agreement is terminated pursuant to Section 9.01, or the Closing and (ii) occurs, neither the termination of this Agreement, Seller nor the Company nor any Blackbird Entity shall (and each shall ensure that its respective Representatives do not), and shall direct its Representatives not to, whether directly or indirectly, through any Representative or otherwise (Ai) take any actions to solicit, negotiate withinvite submission of, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, entertain, accept, consider or respond to proposals or offers from any proposal of, any person (other than BCAC and its affiliates) Person relating to a potential any transaction involving the transfer or acquisition of all or substantially all of (x) the assets, (y) business of, or (z) the equity interests or assets of the Companyin, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives the Blackbird Entities, including pursuant to any inquiry merger, recapitalization, joint venture, conversion, exchange or proposal business combination with respect to or involving the Company or any of the Blackbird Entities, or any public or private offering, issuance, transfer or sale of shares of equity or debt securities of the Company (any of the foregoing, an Alternative Transaction at “Acquisition Proposal”), (ii) participate in any time prior discussion or negotiation regarding an Acquisition Proposal with any person or entity other than the Buyer or Xxxxxx, (iii) furnish any information or afford access to the Closingproperties, then books, or records of the Company or any of the Blackbird Entities to any Person that has made or, to the Seller’s Knowledge, considered making an Acquisition Proposal other than the Buyer and Xxxxxx, or (iv) otherwise cooperate in any way with, assist or participate in, or facilitate or encourage any offer or attempt by any other Person to do any of the foregoing. The Seller and the Company shall promptly (immediately terminate any activity with a third party respecting an Acquisition Proposal or any related inquiry and in no event later than one (1) Business Day after notify the Company become aware of Buyer regarding any contact from any Person regarding any such Acquisition Proposal or any related inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect and shall provide to the sale of Buyer with the Company that prohibits it from considering such inquiry or proposal, name and will provide BCAC with a copy other details of any such written inquiry Acquisition Proposal or proposal related inquiry. To the extent that Seller or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or breaches this provision, it shall reimburse Buyer and its Representatives shall be deemed to be a breach of this Section 7.05(a) by for any and all costs and expenses incurred in connection with the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05transactions contemplated herein.

Exclusivity. Until this Agreement has been terminated in accordance with its terms, each Party agrees that it will not, and shall cause any of their respective affiliates, representatives, officers, directors, agents or stockholders not to, (a) From enter into any arrangement, agreement, understanding or negotiations with respect to a possible Target Acquisition, with any other Person, including Target (other than with respect to the date of this Agreement and ending on Target Acquisition), nor (b) enter into any agreement, arrangement, understanding or negotiations with any other Person, including Target (other than with respect to the earlier of Target Acquisition), with respect to (i) the Closing and acquisition of only the Nonwoven Business or only the Apparel Fabric Business, or any portion of the assets, operations, business or any securities of Target or any similar transaction, however structured, or (ii) the investment in any other Person (other than through DTA or an affiliate of PGI or TIG formed for the purpose of the Target Acquisition) formed for any such purpose; provided, that in the event this Agreement is terminated pursuant to clause (c) of Section 14 below, the provisions of the first sentence of this Section 1 shall survive for two months following the date of such termination. Following the consummation of the Target Acquisition, PGI agrees that until the termination of this Agreement, the Company shall Agreement it will not, and shall direct cause its Representatives representatives, officers, directors, agents, stockholders or controlled affiliates, including Target, not to provide any non-public information to any Person in connection with any offer or proposal to acquire all or any portion of the assets, operations, business, or securities related to the Apparel Fabric Business. PGI will not and following consummation of the Target Acquisition will cause Target not to, directly or indirectly, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract withagreement, arrangement or in any manner knowingly encourage, any proposal of, any person understanding requiring it to abandon or terminate the Transaction (other than BCAC and its affiliates) relating to a potential acquisition of all any agreement, arrangement or substantially all of the equity interests understanding with any governmental or assets of the Company, whether by merger, sale of stock, sale of assets, business combination regulatory body or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(aagency). The Company shall, Each of PGI and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior GL represents to the date hereof executed a confidentiality agreement in connection with its, his other Party that neither is party to or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person bound by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalTarget Acquisition other than this Agreement. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth The term "Person" in this Section 7.05(a) by the Company Agreement will be interpreted broadly to include, without limitation, any corporation, company (including limited liability company), partnership, joint venture or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05individual.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement or the Closing (the “Exclusivity Period”), the Company Sellers shall not, and shall direct its Representatives cause their respective Affiliates not to, permit any of their respective subsidiaries, Affiliates, officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (Aa) solicit, negotiate initiate, invite or take any action to knowingly facilitate or encourage the submission (whether orally or in writing) of any Acquisition Proposal, (b) enter into or participate in any discussions or negotiations with, provide furnish any nonpublic information regarding relating to the Company’s Business or the Business Entities or any of their properties or assets (other than their products in the ordinary course of business) (whether orally or in writing) or afford access to the properties, assets, books or enter into records of the Business or the Business Entities to, otherwise cooperate in any Contract way with, or in knowingly assist, participate in, knowingly facilitate or encourage any manner knowingly encourageeffort by, any proposal ofthird party that is seeking to make, any person or has made, an Acquisition Proposal or (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bc) enter into any agreement, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement regardingor other similar instrument relating to an Acquisition Proposal. Further, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallSellers will, and shall direct its will cause their Representatives to, notify Buyers promptly after receipt by Sellers or any of their respective Affiliates (including the Business Entities), or any of their respective Representatives, during the Exclusivity Period, of any expression of interest, inquiry, proposal or offer relating to an Acquisition Proposal received from any person. Sellers agree that they and each of their Affiliates will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person Person (other than Buyers) conducted heretofore prior to the date of this Agreement with respect to any Alternative Transaction. The Company also agrees that it will promptly Acquisition Proposal and request each person (other than the parties hereto and their respective Representatives) third party that has prior to the date hereof had heretofore executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company that relates to an Acquisition Proposal to return or destroy all Confidential Information confidential information heretofore furnished to such person third party by Sellers or on behalf of it, him or her prior their behalf. Sellers agree to the date hereof. If the Company or any of its inform their and their Affiliates’ Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth obligations undertaken in this Section 7.05(a) by the Company or its 5.18, and to use commercially reasonable efforts to cause such Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05comply therewith.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Seller shall not, and Seller shall direct require its Representatives directors, officers, employees, agents, advisors or other representatives (including each financial advisor and attorney of Seller) not to, directly or indirectly, (Aa) solicit, negotiate initiate, facilitate, assist or encourage action by, or discussions with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (Person other than BCAC and its affiliates) Buyer relating to a potential the possible acquisition of all the Business or substantially all any of the equity interests Purchased Assets or assets of the Company, whether by any merger, sale of stockreorganization, sale of assetsconsolidation, business combination combination, dissolution, liquidation or otherwise similar transaction involving the Business or the Purchased Assets (an “Alternative Transaction”), or (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions negotiations regarding, or furnish to any person any information with respect to, any effort or cooperate in attempt by any way that would otherwise reasonably be expected Person to lead to, any Alternative Transaction do or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to seek any Alternative Transaction. The Company also agrees that it will Seller shall notify Buyer promptly request each person (and, in any case, within one (1) Business Day) of any inquiries, proposals or offers received by, any information requested from, or any discussions or negotiations sought to be initiated or continued with, Seller or any of Seller’s directors, officers, employees, agents, advisors or other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement representatives concerning an Alternative Transaction indicating, in connection with itssuch notice, his the names of the parties and the material terms and conditions of any proposal or her consideration offer and, in the case of acquiring the Company written materials, providing copies of such materials, all of which shall be deemed to return or destroy all be Confidential Information furnished of Seller. Seller agrees to such person by or keep Buyer informed, on behalf of ita prompt basis (and, him or her prior to the date hereof. If the Company or in any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closingcase, then the Company shall promptly (and in no event later than within one (1) Business Day after of any significant development), of the Company become aware status and terms of any such inquiry proposals or proposal) notify such person in writing that the Company is subject offers. Seller agrees to an exclusivity agreement immediately cease and cause to be terminated any existing activities, discussions or negotiations with respect to any potential Alternative Transaction or similar transaction or arrangement. Seller agrees to take the sale necessary steps to promptly inform the [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Company that prohibits it from considering such inquiry Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. individuals or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including entities referred to in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach first sentence of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction 4.12 of the terms of this Section 7.05obligations undertaken hereunder.

Exclusivity. (a) From The Company and the Voting Stockholders agree that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company and the Voting Stockholders shall not, and shall direct its take all action necessary to ensure that none of the Company or any of their respective Affiliates or Representatives does not to, directly or indirectly, through any shareholder, officer, director, employee, agent or otherwise, (Ai) participate in any negotiations or solicit, negotiate with, provide any nonpublic information regarding the Company’s businessinitiate or encourage submission of, or enter into any Contract withentertain, inquiries, proposals or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) offers relating to a potential an acquisition of all or substantially all of investment in or merger or other transaction with respect to the equity interests Company or its stock, business or assets of or any material part thereof (the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative TransactionSubject Matter”), ; (Bii) enter into any agreement regardingor take any action that by its terms or effect could reasonably be expected to adversely affect the ability of the parties hereto to consummate the Transaction on the terms and conditions set forth herein and in the Transaction Documents; or (iii) furnish or authorize any shareholder, continue officer, director, employee, agent or otherwise participate in representative to furnish any discussions regarding, information concerning this Agreement or furnish the Transaction Documents or the Transactions contemplated hereby or thereby to any person Person. The Company and Voting Stockholders will promptly notify the ILOG Group of any unsolicited inquiry, proposal or offer relating to any of the foregoing Transactions and will refrain from engaging in negotiations or providing any information with respect toto such inquiry, proposal or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)offer. The Company shall, and shall direct its Representatives to, the Voting Stockholders will immediately cease and cause to be terminated any and all existing discussions activities, discussions, or negotiations with any person Person conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it and Voting Stockholders will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof all Persons who have heretofore executed a confidentiality agreement in connection with its, his or her such Person’s consideration of acquiring the Company foregoing to return or destroy all Confidential Information confidential information heretofore furnished to such person Persons by or on behalf of itthe Company, him or her prior will enforce all obligations under such confidentiality agreements and upon request, will provide to the date hereofILOG Group copies of certificates from such Persons certifying the return or destruction of such confidential information. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to At the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after Voting Stockholders will Back to Contents assign to the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect ILOG Group, all their rights under all confidentiality agreements relating to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting other transactions involving the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, but only, in the Company case of Spartan, to the extent not inconsistent with the fiduciary duties of the Spartan Board, the parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person (or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than BCAC with the other parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)7.05. The Company Each party shall, and shall direct cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each party also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, and will provide BCAC but only, in the case of Spartan, to the extent not inconsistent with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity fiduciary duties of the person making such inquiry or proposalSpartan Board. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) 7.05 by the Company a party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.05 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, none of the Company, the Stockholder nor any of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementinitiate, the Company shall not, and shall direct its Representatives not tosolicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (A) solicitincluding, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encouragewithout limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If Company or Stockholder, or any of their respective Agents, have provided any person or entity (other than BCAC and its affiliatesUniCapital) with any confidential information or data relating to a potential acquisition of all an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholder shall notify UniCapital immediately if any inquiries, proposals or substantially all of the equity interests offers related to an Acquisition Proposal are received by, any confidential information or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regardingdata is requested from, or furnish any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any person individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance termination of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallpursuant to Sections 13.1, and shall direct its Representatives to, immediately cease any and all existing discussions 13.2 or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.0513.3.

Exclusivity. (a) From The Company agrees that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall direct cause its Subsidiaries and its and their respective Affiliates and Representatives not to, directly or indirectly, (Aa) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s business, knowingly encourage or enter into any Contract with, or in any manner knowingly encourage, accept any proposal of, any person or offer that constitutes an Acquisition Proposal or (other than BCAC and its affiliatesb) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way way, assist or participate in, facilitate or knowingly encourage the submission of, any proposal that constitutes, or would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)an Acquisition Proposal. The Company shall, immediately shall cease and shall direct its Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than of the parties hereto and their respective Representatives) that has foregoing, and, to the extent not done prior to the date hereof executed a confidentiality agreement in connection with itsof this Agreement, his or her consideration of acquiring the Company shall request all such Persons to promptly return or destroy all Confidential Information furnished confidential information regarding the Company and its Subsidiaries previously delivered thereto. The Company shall notify Parent promptly, but in any event within 24 hours, orally and in writing if any Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Such notice to Parent shall indicate in reasonable detail the identity of the Person making such person by Acquisition Proposal, inquiry or on behalf of itother contact and, him or her prior to the date hereofextent the Company has Knowledge thereof, the terms and conditions of such Acquisition Proposal, inquiry or other contact. If The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement related to any potential or actual Acquisition Proposal to which the Company or any of its Representatives receives Subsidiaries is a party, without the prior written consent of Parent. “Acquisition Proposal” means any inquiry offer or proposal with respect to an Alternative Transaction at for, or any time prior to indication of interest in, any of the Closingfollowing (other than the Merger and the other transactions contemplated hereby): (i) any direct or indirect acquisition or purchase, then in one transaction or a series of transactions, of (A) all or any portion of the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale capital stock of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy any of any such written inquiry its Subsidiaries (other than pursuant to Options or proposal AMACAI Options) or a detailed summary (B) assets of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or any of its Representatives shall be deemed Subsidiaries (other than inventory or other assets to be a breach sold to customers in the ordinary course of this Section 7.05(abusiness consistent with past practice), (ii) by the Company. For clarityany merger, consolidation or other business combination relating to or involving the Company may inform or any person making an unsolicited proposal regarding an Alternative Transaction of its Subsidiaries, or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the terms Company or any of this Section 7.05its Subsidiaries.

Exclusivity. (a) From a)From the date of this Agreement and ending on through the earlier of (i) the Closing and (ii) the termination of this AgreementClosing, the Company shall Sellers will not, and shall direct its Representatives cause their respective officers, employees, representatives, advisers, agents and Affiliates not to, directly or indirectly, (A) solicit, negotiate withencourage, provide facilitate or initiate any nonpublic information regarding inquiries or the Company’s businessmaking of any proposals or offers from, engage in negotiations or enter into any Contract discussions with, or provide any information or data to, or otherwise cooperate in any manner knowingly encouragewith, any proposal of, any person Person or group of Persons (other than BCAC Buyer and its affiliatesAffiliates) relating to a potential acquisition of all concerning any direct or substantially all of the equity interests indirect sale or assets of the Companyother disposition of, whether by or merger, sale of stock, sale of assetsconsolidation, business combination or otherwise (an “Alternative Transaction”)similar transaction involving, (B) enter into all or any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation portion of the Transactions shall not be deemed a violation of this Section 7.05(a)Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts. The Company Sellers shall, and shall direct its Representatives cause their respective officers, employees, representatives, advisers, agents and Affiliates to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person parties conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will Sellers shall promptly notify Buyer if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with or about the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts and shall promptly request each person (other than the parties hereto and their respective Representatives) that Person who has prior to the date hereof heretofore executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts to return or destroy in accordance with the applicable confidentiality agreement, all Confidential Information confidential information heretofore furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Sellers.

Exclusivity. (a) From and after the date of this Agreement and ending on hereof until the earlier of (ia) the Closing Date, and (iib) the termination of this AgreementAgreement pursuant to Article IX (the “Exclusivity Period”), the Company and any Affiliate, officer, director, agent, or representative of the Company shall not, and shall direct its Representatives not to, directly or indirectly, : (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bi) enter into any written or oral agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations understanding with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Person (other than the parties hereto Purchasers and their respective Representatives) that has prior other Persons acceptable to the date hereof executed a confidentiality agreement in connection Purchasers Representative) regarding Another Transaction (as defined below); (ii) initiate or continue any negotiations or discussions with itsany person or entity (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding the possibility of Another Transaction; (iii) submit, his solicit, initiate, encourage, participate in, or her consideration of acquiring facilitate any proposal or offer regarding Another Transaction; or (iv) except as otherwise required by law, provide any non-public financial or other confidential or proprietary information regarding the transactions contemplated hereby to any Person (other than to the Purchasers and other Persons acceptable to the Purchasers Representative) whom the Company knows, or has reason to return believe, would have any interest in participating in Another Transaction. As used herein, “Another Transaction” means any issuance, sale, exchange, merger, combination, consolidation, recapitalization, or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or similar transaction involving any of its Representatives receives any inquiry the capital stock, equity interests, long-term debt arrangements, assets or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale business of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy (other than sales of any such written inquiry or proposal or a detailed summary inventory in the ordinary course of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalbusiness). Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives Another Transaction shall be deemed to include the sale of either the Company’s Portland operations or the Company’s Florida operations (a “Division Sale”) even if one Person or group of related Persons does not purchase both operations. The Company shall notify the Purchasers Representative in writing immediately if after the date hereof any Person (other than the Purchasers and other Persons acceptable to the Purchasers Representative) makes any proposal, offer, inquiry or makes or has any contact in respect to Another Transaction or a Division Sale. The parties hereto acknowledge that the Purchasers would be irreparably injured by a breach of this Section 7.05(a) by 5.5 and agree that the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction Purchasers Representative on behalf of all or some of the terms Purchasers shall be entitled, in addition to any other rights or remedies the Purchasers may have under law or by agreement, to equitable relief, including injunctive relief, in the event of a breach of this Section 7.055.5.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) until the Closing (or until such earlier time as this Agreement is terminated in accordance with Section 9.1), each of the Company, XX Xxxxxxx and (ii) the termination XX Xxxxxxx Seller, on behalf of this Agreementitself and their Affiliates, including, without limitation, the Company APN Entities, agrees that such Person shall not, and shall direct its Representatives (a) cause their respective officers, directors and employees and (b) use reasonable best efforts to cause their partners, members, managers, agents, advisors and other representatives, in each case not to, directly or indirectly, (A) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessknowingly encourage or assist, or enter into any Contract with, or in any manner knowingly encourage, respond to the submission of any proposal of, or offer from any person Person (other than BCAC Purchaser and its affiliatesrepresentatives) relating to a potential (i) the acquisition of all or substantially all of the equity interests or all or substantially all of the assets of XX Xxxxxxx or the CompanyAPN Entities, whether by merger(ii) any liquidation, sale dissolution or re-capitalization of stockXX Xxxxxxx or the APN Entities, sale of assets, (iii) merger or consolidation involving XX Xxxxxxx or the APN Entities or (iv) similar transaction or business combination or otherwise (an a “Alternative Competing Transaction”), (B) enter into any agreement regarding, continue or otherwise nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any person any other Person and information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead towith, or assist or participate in, or knowingly facilitate of encourage, any Alternative effort or attempt by any Person to pursue or effect a Competing Transaction or (C) commenceenter into any agreement with respect to a Competing Transaction. Each of the Company, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement XX Xxxxxxx and the Transaction Documents XX Xxxxxxx Seller, on behalf of itself and their Affiliates, including, without limitation, the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company APN Entities, shall, and shall direct its Representatives instruct their respective officers, directors, partners, members, managers, employees, agents, advisors and other representatives not to, immediately cease any and all existing activities, discussions or negotiations with any person conducted heretofore Person (other than Purchaser and its representatives) with respect to any Alternative a Competing Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior Notwithstanding anything to the date hereof executed a confidentiality agreement in connection with itscontrary herein, his this Section 6.5 shall not, directly or her consideration of acquiring the Company to return indirectly, apply or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior relate to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Pre-Closing Reorganization.

Exclusivity. (a) From and after the date hereof until the Closing or termination of this Agreement and ending on the earlier of pursuant to Article IX (i) the Closing and (ii) the termination of this AgreementTermination), the Company shall Seller will not, and shall direct nor will it authorize or permit any of its Subsidiaries, or its or their respective Representatives not to, directly or indirectly, (Ai) solicit, negotiate withinitiate, provide seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any nonpublic information regarding inquiry, expression of interest, proposal or offer concerning the Company’s businesssale or other conveyance of the Business or, of all or a material portion of the Purchased Assets or Seller Licensed Intellectual Property (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) (an “Acquisition Proposal”); (ii) hold or participate in any negotiations or discussions or enter into any Contract withagreements with any Person concerning, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction an Acquisition Proposal; or (Ciii) commencedeliver or make available to any Person any non-public information with respect to, continue or renew take any due diligence investigation regarding other action regarding, any Alternative Transaction; providedinquiry, expression of interest, proposal or offer that the executionconstitutes, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions or would reasonably be expected to lead to, an Acquisition Proposal. Seller shall not be deemed a violation of this Section 7.05(a). The Company shallimmediately (x) cease, and shall direct cause its Representatives toSubsidiaries to immediately cease, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person Persons conducted heretofore prior to or on the date hereof with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Acquisition Proposal, (other than the parties hereto and their respective Representativesy) that has prior not amend, terminate, waive or fail to the date hereof executed a enforce any provisions of any confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to any potential Acquisition Proposal and (z) promptly request, in accordance with the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy terms of any such written inquiry confidentiality agreement, the return or proposal or a detailed summary destruction of any such verbal inquiry confidential information previously furnished pursuant thereto. If any Representative of Seller or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree its Subsidiaries takes any action that any violation of the restrictions set forth in Seller is obligated pursuant to this Section 7.05(a) by the Company or its Representatives to cause such Representative not to take, then Seller shall be deemed to be a breach for all purposes of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of Agreement to have breached this Section 7.05Section.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to Article VII in accordance with its terms (the “Interim Period”), the Company Companies and the Management Companies shall not, and shall direct its cause their respective Affiliates and respective Representatives not to, directly or indirectly, (A) enter into, solicit, negotiate with, provide initiate or participate in any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or provide any information to, or otherwise cooperate in any manner knowingly encourageway with, any proposal ofPerson or other entity or group, concerning any person (sale of any material assets of a member of the Company Group or any of the outstanding Company Units, Management Company Units or any conversion, consolidation, liquidation, dissolution or similar transaction involving a member of the Company Group other than BCAC with Trinity and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, regarding or furnish to any person Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Transaction, or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Related Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)5.11. The Company Companies and the Management Companies shall, and shall direct its cause their respective Affiliates and respective Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration If any member of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company Group or any of its their respective Affiliates or Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company Companies shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become aware receipt of such inquiry or proposal) (A) advise Trinity in writing of such inquiry or proposal, (B) provide Trinity a copy of such inquiry or proposal, if in writing, or a summary of material terms, if such inquiry or proposal is not in writing, and (C) notify such person Person in writing that the Company Group is subject to an exclusivity agreement with respect to the sale of the Company Group that prohibits it them from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties Parties hereto agree that any violation of the restrictions set forth in this Section 7.05(a5.11(a) by the Company Companies, the Management Companies or its their Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a5.11(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Companies.

Exclusivity. (a) From During the period from the date of this Agreement and ending on through the Closing or the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to the terms and conditions hereof, none of the Acquired Companies, the Company Seller or their respective Affiliates shall nottake or permit any other Person on its behalf to take any action to encourage, and shall direct its Representatives not to, directly initiate or indirectly, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, engage in discussions or enter into any Contract negotiations with, or in provide any manner knowingly encourageinformation to, any proposal of, any person Person (other than BCAC Buyer and its affiliatesBuyer’s Representatives) relating to a potential acquisition concerning any purchase of the Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all of the equity interests or assets of the CompanyAcquired Companies or similar transaction involving the Acquired Companies (other than assets sold in the ordinary course of business, whether by merger, sale subject to the provisions of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a8.2). The Company Seller shall, and shall direct its cause all of the Acquired Companies and their respective Representatives to, immediately cease terminate any and all existing negotiations or discussions or negotiations with any person conducted heretofore with respect to third party regarding any Alternative Transaction. The Company also agrees that it will promptly request each person proposal concerning any purchase of the Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all the assets of the Acquired Companies or other similar transaction and terminate the access of any Person (other than the parties hereto and their respective Buyer or its Representatives) that has prior to the date hereof executed a confidentiality agreement any electronic or virtual data room maintained in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the foregoing. The Company shall promptly (and in no any event later than one (1) Business Day after within 48 hours of the Company become aware occurrence of such inquiry or proposalthe relevant event) notify such person the Buyer orally and in writing that if any bona fide inquiries, proposals or requests for information concerning any purchase of the Company is subject to an exclusivity agreement with respect to Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity assets of the person making such inquiry Acquired Companies or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) other similar transaction are received by the Company or its any Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From Between the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this AgreementAgreement pursuant to Section 8.1, none of the Warrantors, the Company Seller and their respective Affiliates, officers, directors, representatives or agents shall, and the Warrantors and the Seller shall cause the other Group Companies and their respective Affiliates, officers, directors, representatives and agents to not, and shall direct its Representatives not to(i) solicit, directly initiate, consider, encourage or indirectly, accept any other proposals or offers from any Person (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential any acquisition or purchase of all or substantially all any portion of the equity interests in the Company or any other Group Company or all or any portion of the assets of the any Group Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) to enter into any agreement regardingmerger, continue consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to any Group Company, or (ii) participate in any discussions discussions, conversations, negotiations and other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to lead to, seek to do any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that of the execution, delivery and performance of this Agreement foregoing. The Warrantors and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company Seller immediately shall, and the Warrantors and the Seller immediately shall direct its Representatives cause the other Group Companies to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will Warrantors and the Seller shall notify the Purchaser promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsif any such proposal or offer, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal other contact with any Person with respect to an Alternative Transaction at thereto, is made and shall, in any time prior such notice to the ClosingPurchaser, then the Company shall promptly (and indicate in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case reasonable detail the identity of the person Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Without limiting The Warrantors and the foregoingSeller agree not to, and the Warrantors and the Seller shall cause the other Group Companies not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Warrantor, the parties agree that Seller or any violation of the restrictions set forth in this Section 7.05(a) by the Group Company or its Representatives shall be deemed to be is a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05party.

Exclusivity. (a) From GA Inc., GBOS Inc. and each Seller agree that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with Article VII, the Company GA Inc., GBOS Inc., and each Seller shall not, and shall direct its take all action necessary to ensure that none of Group Companies or any of their respective Affiliates and Representatives not toshall, directly or indirectly, indirectly (Aa) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessconsider, encourage or enter into any Contract with, or in any manner knowingly encourage, accept any proposal of, any person or offer than constitutes an Acquisition Proposal or (other than BCAC and its affiliatesb) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way way, assist or participate in, facilitate or encourage the submission of, any proposal that would otherwise constitutes, or could reasonably be expected to lead to, any Alternative Transaction or (C) commencean Acquisition Proposal. Each of GA Inc., continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery GBOS Inc. and performance of this Agreement each Seller immediately shall cease and the Transaction Documents and the consummation of the Transactions shall not cause to be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The GA Inc., GBOS Inc., and each Seller shall notify Parent promptly, but in any event within 24 hours, in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the material terms and conditions of such Acquisition Proposal, inquiry or other contact. None of GA Inc., GBOS Inc., or any Seller shall, and each such Person shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Group Company also agrees that it will promptly request each person is a party, without the prior written consent of Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the parties hereto and their respective Representativestransactions contemplated by this Agreement): (i) that has prior to any direct or indirect acquisition or purchase of all or any portion of the date hereof executed a confidentiality agreement in connection with its, his capital stock or her consideration other equity or ownership interest of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the any Group Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy material assets of any such written inquiry Group Company (other than assets to be sold in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or proposal or a detailed summary of other business combination relating to any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Group Company or its Representatives shall be deemed (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to be a breach of this Section 7.05(a) by the any Group Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, the Company Parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person (or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material assets of such Party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such Party or any of such Party’s Subsidiaries other than BCAC with the other Parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Contemplated Transactions shall not be deemed a violation of this Section 7.05(a)4.5. The Company Each Party shall, and shall direct cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each Party also agrees that it will promptly request each person (other than the parties Parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information confidential information furnished to such person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such Party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such Party becomes aware of such inquiry or proposal) notify such person Person in writing that the Company such Party is subject to an exclusivity agreement with respect to the sale of the Company Contemplated Transactions that prohibits it such Party from considering such inquiry or proposal, and will provide BCAC to the extent not inconsistent with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity fiduciary duties of the person making such inquiry Board of Directors of FSI or proposalthe Company. Without limiting the foregoing, the parties Parties agree that any violation of the restrictions set forth in this Section 7.05(a) 4.5 by the Company a Party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 4.5 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such Party.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company Parent shall not, shall cause its Subsidiaries not to and shall direct use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (Ai) initiate, solicit, negotiate withpropose or knowingly induce the making, provide any nonpublic information regarding the Company’s businesssubmission or announcement of, or enter into any Contract with, or in any manner knowingly encourage, facilitate or assist, any proposal inquiries or requests for information with respect to, or the making of, any person (inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Business Combination other than BCAC and its affiliates) relating to the Transactions (a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative TransactionBusiness Combination Proposal”), (Bii) enter into any agreement regardingengage in, continue or otherwise participate in any negotiations or discussions regardingconcerning, or furnish provide access to its properties, business, assets, books, records or any confidential information or data to, any person relating to any person any proposal, offer, inquiry or request for information with respect tothat constitutes, or cooperate in any way that would otherwise could reasonably be expected to result in or lead to, any Alternative Transaction Business Combination Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (Cv) commencepropose, continue resolve or renew agree to do, or do, any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofforegoing. If the Company a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction a Business Combination Proposal at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy terms of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalthis Section 7.06. Without limiting the foregoing, the parties agree it is understood that any violation of the restrictions set forth contained in this Section 7.05(a) 7.06 by the Company any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives acting on Parent’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 7.05(a) 7.06 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Parent.

Exclusivity. (a) From the date of this Agreement and ending on Date through the earlier of (i) the Closing and (ii) or the valid termination of this Agreement, the Company Company, on behalf of itself and the XXXX Entities, and each Seller Party, agrees that such Person shall not, and shall direct its cause their members, managers, agents, advisors and other Representatives not to, directly or indirectly, (A) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessknowingly encourage or assist, or enter into any Contract with, or in any manner knowingly encourage, respond to the submission of any proposal of, or offer from any person Person (other than BCAC with Purchaser and its affiliatesRepresentatives) relating to a potential (a) the acquisition of all or substantially all any equity interests of the equity interests XXXX Entities, (b) any re- capitalization, merger, consolidation, or other business combination involving the XXXX Entities, or (c) or the sale, lease, exchange or other disposition of any significant portion of the XXXX Entities’ properties or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an a “Alternative Competing Transaction”), (B) enter into any agreement regarding, continue or otherwise nor participate in any or continue any ongoing discussions regarding, or negotiations regarding or furnish to any person any other Person and information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead towith, or assist or participate in, or knowingly facilitate or encourage, any Alternative effort or attempt by any Person to pursue or effect a Competing Transaction or (C) commenceenter into any agreement with respect to a Competing Transaction. The Company, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance on behalf of this Agreement itself and the Transaction Documents XXXX Entities, and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company each Seller Party, agrees that such Person shall, and shall direct its cause their members, managers, agents, advisors and other Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Person (other than the parties hereto Purchaser and their respective its Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior a Competing Transaction. In addition to the Closingother obligations under this Section 7.5, then the Company and the Seller Parties, as applicable, shall promptly (and in no any event later than one (1within 2 Business Days after receipt thereof by any XXXX Entity, any Seller Party, or any of their Representatives) Business Day after advise the Company become aware of such inquiry or proposal) notify such person Purchaser in writing that the Company is subject to an exclusivity agreement of any inquiry, proposal or offer from any Person regarding a Competing Transaction, any request for information with respect to a Competing Transaction, or any inquiry that the sale board of directors of any XXXX Entity or Seller Party (as applicable) in good faith believes would reasonably be expected to result in a proposal or offer for a Competing Transaction, the material terms and conditions of such request or inquiry (including the proposed terms of the Company that prohibits it from considering such inquiry or proposalCompeting Transaction), and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person Person making such inquiry or proposalthe same. Without limiting the foregoing, the parties The Parties hereto agree that any violation of the restrictions set forth in rights and remedies for noncompliance with this Section 7.05(a) 7.5 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company or its Representatives shall be deemed Purchaser and that money damages would not provide an adequate remedy to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Purchaser.

Exclusivity. (a) From the date of this Agreement and ending on until the Closing, or the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with ‎Article 7, the Company shall not, will not (and shall direct will not cause or permit any Subsidiary or its or their Affiliates or Representatives not to, directly or indirectly, (A) solicit, negotiate initiate, facilitate, participate in, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any nonpublic information regarding the Company’s businessto any Person relating to or that could reasonably be expect to lead to, or enter into or consummate any Contract withtransaction relating to, or in (i) any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stockthe Company’s or its Subsidiaries’ equity interests or a material portion of the Company’s or its Subsidiaries’ assets, or a similar change in control transaction with respect to the Company or any Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale of assetsor any other similar transaction that would restrict, business combination prohibit or otherwise inhibit the Company’s ability to consummate the Transactions contemplated by this Agreement (an the transactions in subsections (i) and (ii), collectively “Alternative TransactionCompeting Company Transactions”). In addition, (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallwill, and shall direct will cause each of its Subsidiaries and its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative TransactionCompeting Company Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day 24 hours after the Company become becoming aware of such inquiry inquiry, proposal, offer or proposalsubmission) (A) notify such person in writing that Parent if the Company is subject or, to an exclusivity agreement the Company’s Knowledge, any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Company Transaction after the sale execution and delivery of the Company that prohibits it from considering such inquiry or proposalthis Agreement, and will provide BCAC with a copy (B) notify Parent of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person Person making such inquiry or submitting such proposal. Without limiting the foregoing, the parties agree that any violation offer or submission, and (C) provide Parent with a description of the restrictions set forth material terms and conditions of any such Competing Company Transaction or a copy of such inquiry, proposal, offer or submission (in this Section 7.05(athe case of subsections (B) and (C) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the Exclusivity Agreement, to which the Company or its Representatives shall be deemed to be is a breach of this Section 7.05(a) party, as determined in good faith by the Company, in which case the Company shall provide such notice to the maximum extent not prohibited). For clarityIn the event the Company receives an inquiry, proposal, offer or submission with respect to a Competing Company Transaction, the Company may inform shall not, and shall cause its Subsidiaries and Representatives not to, conduct any person making further discussions with, provide any information to, or enter into negotiations with any Person proposing such Competing Company Transaction. The Company agrees that the rights and remedies for noncompliance with this ‎Section 4.3(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05adequate remedy for such injury.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to ARTICLE 12, the Company shall each Seller will not, will cause the Group Companies and shall direct its and their respective Affiliates not to, and will cause their and their respective Affiliates’ Representatives not to, directly or indirectly, (Aa) solicit, negotiate withinitiate, provide seek, knowingly encourage or knowingly facilitate the making or submission of any nonpublic information regarding the Company’s businessinquiry, expression of interest, communication, proposal or offer that constitutes, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, an Acquisition Proposal; (b) enter into, participate in, maintain or continue any Alternative Transaction communications or negotiations regarding, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (c) agree to, accept, approve, endorse or recommend any Acquisition Proposal; or (Cd) commenceenter into any letter of intent, continue memorandum of understanding or renew similar document or any due diligence investigation regarding Contract or agreement contemplating or otherwise relating to any Alternative Transaction; providedAcquisition Proposal. Each Seller will, that will cause the executionGroup Companies to, delivery will cause its and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shalltheir respective Affiliates to, and shall direct its will cause their and their respective Affiliates’ Representatives to, immediately cease any and all existing activities, communications, discussions or negotiations with any person Persons conducted heretofore prior to or on the date of this Agreement with respect to any Alternative TransactionAcquisition Proposal, request the prompt return or destruction of all confidential information previously furnished to any such Person or its Representatives and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. The Company also agrees Each Seller will, and will cause the Group Companies to, promptly notify Buyer in writing of any written inquiry, proposal or offer relating to any Acquisition Proposal that it will promptly request each person (other than the parties hereto and is received by any of them or any of their respective Representatives) that has prior to Representatives after the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring (including the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (material terms thereof and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalall Persons involved therein). Without limiting the foregoing, the parties Sellers agree that any violation of the restrictions set forth in rights and remedies for noncompliance with this Section 7.05(a) 6.6 shall include having such provision specifically enforced by the Company any court having equity jurisdiction, it being acknowledged and agreed that any such breach or its Representatives threatened breach shall be deemed cause irreparable injury to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making Buyer and that money damages would not provide an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05adequate remedy to Buyer.

Exclusivity. (a) From the date of this Agreement and ending on hereof until the earlier of (i) the Closing and (ii) or the valid termination of this Agreement, the Company shall TreeHouse hereby covenants and agrees that it will not, and shall direct will cause and instruct its Representatives not toAffiliates (including the Group Companies) and its and their respective Representatives, directly or indirectly, not to: (Aa) solicitsolicit or encourage, or take any other action to knowingly facilitate, any inquiries or the making of any proposal relating to, any Competing Transaction, (b) enter into discussions or negotiate with, provide with any nonpublic information regarding the Company’s businessPerson with respect to any Competing Transaction or (c) endorse or agree to endorse, or enter into any Contract with, or in definitive agreement with any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information Person with respect to, any Competing Transaction. Promptly following the receipt of any inquiry, proposal or cooperate other communication relating to a Competing Transaction (and in any way that would otherwise reasonably be expected event within two Business Days thereafter), TreeHouse agrees to lead tonotify the Buyer of such receipt of such inquiry or proposals. For purposes of this Agreement, a “Competing Transaction” means any Alternative Transaction of the following: (i) any merger, consolidation, share exchange, business combination, joint venture, partnership, or similar transaction (or series of transactions) involving any of the Group Companies; (ii) any sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of a material portion of the assets of any of the Group Companies; (iii) any transaction contemplating either the issuance by the Group Companies of any, of their equity interests or the acquisition (directly or indirectly) by any Person of any of the any Group Company’s equity interests; or (Civ) commenceany similar transaction, continue or renew any due diligence investigation regarding any Alternative Transaction; in each case other than the transactions contemplated by this Agreement, provided, however, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation a sale (by merger or otherwise) of the Transactions equity of TreeHouse shall not be deemed a violation “Competing Transaction”. As soon as reasonably practicable following the date of this Section 7.05(a). The Company Agreement, TreeHouse shall, and or shall direct cause its Representatives to, immediately cease (A) terminate any and all existing discussions or negotiations with any person conducted heretofore with respect access to any Alternative Transaction. The Company also agrees that it will promptly request each person data room (real or virtual) established by TreeHouse or its Representatives in connection with the transactions contemplated by this Agreement or any other proposed strategic transaction to the extent involving the Business; and (B) send out notices to any third party (other than the parties hereto and their respective Buyer’s Affiliates or its Representatives) that has prior to the date hereof executed a confidentiality or non-disclosure agreement in connection with its, his or her consideration of acquiring any proposed strategic transaction to the Company extent involving the Business and received confidential information relating to the Business to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal information in accordance with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such confidentiality or non-disclosure agreement (if any).

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with Section 11.01, the Company shall not, and shall direct cause its subsidiaries and its and their respective Representatives not to, directly or indirectly, (A) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage (including by way of furnishing non-public information) or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person (or other than BCAC and its affiliatesentity or “group” within the meaning of Section 13(d) relating to a potential acquisition of all or substantially all of the equity interests Exchange Act, concerning any sale, in a single transaction or a series of related transactions, of any assets of the CompanyCompany or any of its subsidiaries or any capital stock or other equity securities of the Company or any of its subsidiaries, whether by way of merger, sale conversion, consolidation, liquidation, dissolution, initial public offering or similar transaction involving the Company or any of stock, sale of assets, business combination or otherwise its subsidiaries (an “Alternative Transaction”), other than with the other Parties and their respective Representatives, (B) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or Transaction, (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, (D) approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction or (E) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Interests of the Company or any of its subsidiaries; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a9.04(a). The Company shall, and shall direct cause its subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become becomes aware of such inquiry or proposal) notify such person in writing that the Company such Party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such Party from considering such inquiry or proposalproposal and notify Concord of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, and unless the Company is bound by a previously executed confidentially agreement that prohibits such disclosure (in which case, the Company will provide BCAC with use commercially reasonable efforts to seek a copy waiver of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalapplicable confidentiality restrictions). Without limiting the foregoing, the parties agree Company agrees that any violation of the restrictions set forth in this Section 7.05(a9.04(a) by the Company it or any of its subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a9.04(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.

Exclusivity. (a) From the date of Except with respect to this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementtransactions contemplated hereby, the Company Company, the Stockholders and any of their affiliates shall not, and each of them shall direct cause its Representatives respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (A) solicitincluding, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encouragewithout limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)Acquisition Proposal, (Bc) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations understanding with any person conducted heretofore with respect or entity relating to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than an Acquisition Proposal, except for the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofMerger contemplated hereby. If the Company or any Stockholder, or any of its Representatives receives their respective Agents, have provided any inquiry person or proposal entity (other than UniCapital) with respect any confidential information or data relating to an Alternative Transaction at any time prior to the ClosingAcquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry notify UniCapital immediately if any inquiries, proposals or proposal) notify such person in writing that the Company is subject offers related to an exclusivity agreement with respect Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the sale first sentence of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalthis Section 8.10. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth The covenant contained in this Section 7.05(a) by the Company or its Representatives 8.10 shall be deemed to be a breach not survive any termination of this Section 7.05(a) by the Company. For clarityAgreement pursuant to Sections 13.1, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.0513.2 or 13.3.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier occurs of (i) the Closing and (ii) or the termination of this Agreement, none of the Sellers, the Company, nor any of their respective directors, officers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall notinitiate, and shall direct its Representatives not tosolicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (Aeach, an "Acquisition Proposal") solicitwith respect to, negotiate with, provide or furnish any nonpublic information regarding the Company’s businessrelating to or participate in any negotiations or discussions concerning, or enter into any Contract with, or in any manner knowingly encourageagreement with respect to, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition or purchase of all or substantially all a substantial portion of the equity interests business, assets, properties, capital stock or assets capital stock equivalents of the CompanyCompany or any of its Subsidiaries (a "Potential Sale"), whether by merger, combination, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)otherwise, (B) or enter into any agreement regardingagreement, continue arrangement or otherwise participate in any discussions regardingundertaking requiring it to abandon, terminate or furnish fail to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that consummate the execution, delivery and performance of transaction contemplated by this Agreement Agreement. The Sellers and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives cause each other member of the Company Group to, immediately cease and cause to be terminated any and all existing activities, including discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (parties, other than the parties hereto and their respective Representatives) that has Buyer, conducted prior to the date hereof executed a confidentiality agreement with respect to any Acquisition Proposal. The Company or the Sellers shall (i) promptly inform Buyer of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection with itstherewith and (ii) inform the Persons sending such inquiries, his requests or her consideration of acquiring proposals that the Company is bound by an exclusivity arrangement (without any reference to return Buyer, its Affiliates, or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofits potential financing sources). If The Sellers and the Company represent that each is not a party to or bound by any of its Representatives receives any inquiry or proposal agreement with respect to an Alternative Transaction at any time prior to Acquisition Proposal other than under this Agreement. Each of the Closing, then Sellers and the Company shall promptly (cause its officers, directors, agents and in no event later than one (1) Business Day after advisors to comply with the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach provisions of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.055.5.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, but only, in the Company case of Spartan, after consultation with Spartan’s legal and financial advisors, the Spartan Board determines refraining from taking such actions is not inconsistent with the fiduciary duties of the Spartan Board, the Parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person (or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than BCAC with the other Parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)7.04. The Company Each party shall, and shall direct cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each party also agrees that it will promptly request each person (other than the parties hereto Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) (x) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, but only, in the case of Spartan, to the extent not inconsistent with the fiduciary duties of the Spartan Board and will (y) provide BCAC the other party with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties Parties agree that any violation of the restrictions set forth in this Section 7.05(a) 7.04 by the Company a party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.04 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party.

Exclusivity. (a) From the date of this Agreement Original Signing Date and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, the Company parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than BCAC with the other parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)8.07. The Company Each party shall, and shall direct cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each party also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof Original Signing Date executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her it prior to the date hereofOriginal Signing Date (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) 8.07 by the Company a party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 8.07 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) or the termination of this Agreement, the Company shall Royal and each Contributor will not, and will cause the Royal Entities and any of its or their respective Affiliates (which, for purposes of this Section 6.12(a), shall direct not give effect to the last sentence of the definition of Affiliate) and any of its Representatives and its Affiliates’ Representatives, not to, take any action, directly or indirectly, (A) to initiate, solicit, negotiate facilitate or encourage, participate in any discussions or negotiations with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with(including any letter of intent or confidentiality agreement), or in furnish to any manner knowingly encourageother Person any information with respect to, any proposal offrom any Person relating to an acquisition of any Interests in the Royal Entities or all or substantially all of the Assets of the Royal Entities. The Royal Entities and each Contributor shall, and the Contributors shall cause the Royal Entities, any person of their respective Affiliates and any of their and their Affiliates’ Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than BCAC Buyer and its affiliatesAffiliates) relating with respect to any of the foregoing. As promptly as practicable after the date hereof, Royal will or will cause to be sent “return or destroy” letters to all other Persons to whom it, the Contributors, the Royal Entities or any of their Affiliates or Representatives provided confidential information under or pursuant to a confidentiality or non-disclosure agreement in connection with the potential acquisition sale of all or substantially all of the equity interests Royal Entities or assets of the Companytheir Assets since January 1, whether by merger2018 and for whom such a letter has not already been sent (any such confidentiality or non-disclosure agreement, sale of stock, sale of assets, business combination or otherwise (an a “Alternative TransactionTransaction Confidentiality Agreement”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery . From and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to after the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject Royal will, will cause its Affiliates to, agree to an exclusivity agreement with respect use commercially reasonable efforts to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of enforce their rights under any such written inquiry Transaction Confidentiality Agreement or proposal or a detailed summary any other confidentiality agreement concerning the Royal Entities for the benefit of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Buyer.

Exclusivity. (a) From Until the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementClosing, the Company shall and the Sellers will not, and shall direct will cause the Acquired Companies and its Representatives and their respective Affiliates, directors, officers, shareholders, employees, agents, consultants and other advisors and representatives not to, directly or indirectly, : (Aa) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessencourage, knowingly facilitate, or enter into entertain any Contract with, inquiry or in any manner knowingly encourage, the making of any proposal of, any person or offer; (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bb) enter into any agreement regardinginto, continue or otherwise participate in any discussions regarding, or negotiations; (c) furnish to any person Person any non-public information with respect toor grant any Person access to its properties, assets, books, Contracts, personnel or records; (d) approve or recommend, or cooperate in any way that would otherwise reasonably be expected propose to lead toapprove or recommend, or execute or enter into, any Alternative Transaction letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract; or (Ce) commencepropose, continue whether publicly or renew to any due diligence investigation regarding director or shareholder, or agree to do any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to any business combination transaction involving any Acquired Company or (except as permitted under this Agreement) any other transaction to acquire all or any part of the business, properties or assets of any Acquired Company or any amount of the capital stock of any Acquired Company (whether or not be deemed a violation outstanding), whether by merger, purchase of this Section 7.05(a)assets, purchase of stock, tender offer, lease, license or otherwise, other than with Dresser-Rand Group. The Company shall, and shall direct its Representatives to, the Sellers will immediately cease and cause to be terminated any and all existing discussions such negotiations, discussion or negotiations other communication, or Contracts (other than with any person conducted heretofore Dresser-Rand Group) with respect to the foregoing and will immediately cease providing and secure the return of any Alternative Transaction. The Company also agrees that it will promptly request each person non-public information and terminate any access of the type referenced in clause (other than the parties hereto and their respective Representativesc) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofabove. If the Company any Acquired Company, any Seller or any of its Representatives receives any inquiry their respective Affiliates, directors, officers, shareholders, employees, agents, consultants or proposal with respect to an Alternative Transaction at any time other advisors and representatives receives, prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such any offer, proposal, request, inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale other contact, directly or indirectly, of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth type referenced in this Section 7.05(a) by 5.5, the Company or its Representatives shall be deemed such Seller, as applicable, will immediately suspend or cause to be a breach of this Section 7.05(a) by the Company. For claritysuspended any discussions with such offeror or Person with regard to such offers, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.proposals or requests

Exclusivity. (a) From During the period from the date of this Agreement and ending on through the Closing or the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with its terms, none of the Company shall notor the Holder Representative shall, and the Company and the Holder Representative shall direct its not permit or cause any of their respective controlled Affiliates and their and their respective controlled Affiliates’ Representatives not to, directly or indirectly, (Aa) initiate, solicit, negotiate withenter into, provide any nonpublic information regarding the Company’s businessmaintain, continue or enter into any Contract engage in discussions or negotiations with, or in provide any manner knowingly encourageinformation to, any proposal of, any person Person (other than BCAC Parent, Buyer, Merger Sub and its affiliatestheir Representatives) relating to a potential concerning any purchase or acquisition of all or substantially all a material portion of the equity interests or assets Equity Interests of the Company, whether by Company or its Subsidiaries or any merger, consolidation, recapitalization, reorganization or business combination involving, or sale of stockall or substantial portion of the assets of, sale of assetsthe Company or its Subsidiaries or similar transactions involving the Company or its Subsidiaries (each such transaction, business combination or otherwise (an “Alternative Acquisition Transaction”), (Bb) solicit, initiate, facilitate or encourage the submission of any proposal, indication of interest or offer from any Person (other than Parent, Buyer, Merger Sub and their Representatives) relating to an Acquisition Transaction or (c) enter into any agreement regardingletter of intent or purchase agreement, continue merger agreement, term sheet or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations Contract with any person conducted heretofore Person other than Parent, Buyer, Merger Sub and their Representatives with respect to any Alternative Acquisition Transaction. The Each of the Company also agrees that it will promptly request each person (other than and the parties hereto Holder Representative shall, and the Company and the Holder Representative shall cause their respective controlled Affiliates and their and their respective Representatives) that has prior controlled Affiliates’ Representatives to, promptly, to the date hereof executed a confidentiality agreement extent that they have not done so already, (i) cause any negotiations, discussions or activities of the type described in connection with its, his or her consideration of acquiring the Company preceding sentence that may currently be in progress to return or destroy be terminated and (ii) request and require all Confidential Information furnished third parties to such person whom information has been given by or on behalf of itthe Company, him or her prior to the date hereof. If the Company Holder Representative or any of its Representatives receives any inquiry their controlled Affiliates, if any, to destroy or proposal with respect to an Alternative Transaction at any time prior return such information to the ClosingCompany, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware Holder Representative or any of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect their respective controlled Affiliates to the sale of extent the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoingCompany, the parties agree that Holder Representative or any violation of their respective controlled Affiliates has the restrictions set forth in this Section 7.05(a) by the Company power to do so pursuant to a Contract or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05otherwise.

Exclusivity. (a) From The Sellers, the Parent Companies, RRP and RPMC shall, and they each shall cause their respective Representatives and, in the case of the Sellers and the Parent Companies, the Companies, to, immediately cease and cause to be terminated any discussions or negotiations with any third party (other than Buyer and its Affiliates) that may be ongoing as of the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementhereof with respect to an actual or potential Alternative Transaction. In addition, the Company Sellers, the Parent Companies, RRP, and RPMC shall not, and they each shall direct its cause their respective Representatives and, in the case of the Sellers and the Parent Companies, the Companies, not to, subject to Section 8.8(b) below, (i) directly or indirectly, (A) solicit, negotiate withor initiate or knowingly facilitate or encourage (including by way of furnishing non-public information or providing access to its properties, provide books, records or personnel) any nonpublic information regarding the Company’s businessinquiries regarding, or enter into the making of any Contract withproposal or offer that constitutes, or in any manner knowingly encouragewould reasonably be expected to result in, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bii) enter into any agreement regardingor agreement in principle with respect to an Alternative Transaction, continue (iii) engage in negotiations or otherwise participate in any discussions regarding, or furnish or disclose to any person third party any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, however, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to obtaining the ClosingShareholder Approvals, in response to a bona fide Alternative Transaction received by the Sellers or the Sellers’ Representative after the date hereof that was not solicited in violation of this Section 8.8 and that RRP, as the managing shareholder of the Trusts, determines in good faith (after consultation with outside legal counsel and financial advisors) would reasonably be expected A-48 to lead to a Superior Proposal, and, that the failure to take the actions set forth in clauses (x) and (y) below with respect to such Alternative Transaction would be inconsistent with its fiduciary duties under applicable Law and the governing documents of such Seller (as such documents are in effect as of the date hereof), then the Company Sellers’ Representative may (on behalf of Trust I or the Providence Sellers (as applicable)), in response to such Alternative Transaction (x) provide access to its properties, personnel, books and records and furnish information to the Person making such Alternative Transaction and (y) participate in discussions or negotiations with the Person making such Alternative Transaction regarding such Alternative Transaction; provided, that, prior to furnishing such information to or entering into discussions or negotiations with such Person, the Sellers’ Representative shall receive from such Person an executed confidentiality agreement, the terms of which shall be substantially similar to, and not materially less favorable to the Sellers and the Companies than, in the aggregate, those contained in the Confidentiality Agreement; provided, further that the Sellers’ Representative shall promptly (and in no event later than one (1) Business Day after provide to Buyer any non-public information concerning the Company become aware of such inquiry Sellers or proposal) notify such person in writing that the Company is subject Companies not previously provided to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company Buyer or its Representatives shall be deemed that is provided to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person Person making an unsolicited proposal regarding an such Alternative Transaction of the terms of this Section 7.05Transaction.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) Until the Closing and (ii) the termination of this AgreementDate, neither the Company and its Subsidiaries nor any Stockholder shall not, and shall direct its Representatives not (or permit any other Person on their behalf to, ) directly or indirectly, (A) solicitsolicit or engage in discussion with third parties, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessentertain, engage in or respond to offers, inquiries, proposals or discussions, or enter into any Contract with, agreement involving any transaction that has as its purpose a business combination involving or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all disposing of the equity interests whole or assets part of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives Subsidiaries or any other transaction that would prevent the transactions contemplated by this Agreement (each a “Proposal”). The Stockholders’ Representative will notify the Buyer as soon as practicable if any Person makes any proposal, offer, inquiry to or proposal contact with the Company or any of its Subsidiaries or any Stockholder with respect to an Alternative Transaction any Proposal and shall describe in reasonable detail the identity of any such Person and the substance and material terms of any such contact and the material terms of any such proposal, offer or inquiry. The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Section 6.05 are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a party to perform its obligations under this Section 6.05, the Buyer shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of this Section 6.05 and to enforce specifically the provisions of this Section 6.05 in addition to any time prior other remedy to which the ClosingBuyer may be entitled, then at law or in equity. For purposes of this Agreement, “Proposal” shall include any proposed or actual (a) sale, merger, consolidation or similar transaction involving the Company shall promptly or its Subsidiaries, (and in no event later than one (1b) Business Day after the Company become aware sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of such inquiry any assets or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale properties of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity its Subsidiaries representing more than 10% of the person making such inquiry consolidated assets, revenues, earnings before interest, tax, depreciation and amortization or proposal. Without limiting the foregoing, the parties agree that any violation profits of the restrictions set forth in this Section 7.05(aCompany or such Subsidiaries, or (c) sale or other disposition by the Company or any of its Representatives shall be deemed Subsidiaries (including by way of merger, consolidation or share exchange) of any interest or securities (or options, rights or warrants to be a breach of this Section 7.05(apurchase, or securities convertible into, such securities) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction representing 10% or more of the terms of this Section 7.05votes associated with the Shares.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement in accordance with its terms, the Company shall not, and shall direct cause its Representatives not to, directly or indirectly, : (Ai) solicit, negotiate withinitiate, provide encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any nonpublic inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information regarding the Company’s business, or enter into to any Contract Person in connection with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Alternative Transaction Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) make any filings with the SEC in connection with a public offering of any equity or other securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquiror) to do or seek to do any of the foregoing. The Company agrees to (A) notify Acquiror promptly (and, in any event, within one (1) Business Day) upon receipt of any Company Acquisition Proposal by the Company, describing the material terms and conditions thereof in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal), (B) keep Acquiror reasonably informed on a current basis of any modifications to such offer or information and (C) commencerefrain from (and to cause its Subsidiaries and their respective Representatives to refrain from) conducting any further discussions with, continue providing any information to or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)entering into negotiations with such Persons. The Company shall, and shall direct its Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person conducted heretofore Persons (other than Acquiror and its Representatives) that may be ongoing with respect to any Alternative Transaction. The a Company also agrees that it will promptly request each person (other than the parties hereto Acquisition Proposal and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of terminate any such written inquiry or proposal or a detailed summary of Person’s and such Person’s Representative’s access to any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05electronic data room.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the The Company shall not, and the Company shall direct cause the other Company Entities and its and their respective officers, directors, employees, Stockholders and Representatives not to, directly or indirectly, (Ai) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessfacilitate, or enter into encourage the submission of any Contract with, Acquisition Proposal or in accept any manner knowingly encourage, any proposal of, any person Acquisition Proposal; (other than BCAC and its affiliatesii) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions discussions, negotiations or other communications (as a sender thereof) regarding, or furnish to any person Person any information with respect to, or cooperate in take any way other action to knowingly facilitate or encourage any inquiries or the making of any proposal that would otherwise constitutes, or could reasonably be expected to lead to, any Alternative Transaction Acquisition Proposal, or otherwise knowingly cooperate in any way, knowingly assist or knowingly participate in, knowingly facilitate or knowingly encourage any effort or attempt by any other Person to seek to do any of the foregoing; or (Ciii) commenceenter into any agreement with respect to, continue or renew in connection with, any due diligence investigation regarding any Alternative Transaction; provided, that Acquisition Proposal. Immediately following the execution, execution and delivery and performance of this Agreement and Agreement, the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and the Company shall direct cause the other Company Entities and its and their respective officers, directors, employees, Stockholders and Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement If any Person, whether or not in connection with its, his or her consideration capacity as an officer, director, employee, Stockholder or Representative of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives other Company Entity, takes any inquiry or proposal with respect action that the Company is obligated pursuant to an Alternative Transaction at any time prior this Section 5.03 to the Closingcause such Person not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.03. The Company shall, as promptly as practicable (and in no any event later than one (1) Business Day within 48 hours after the Company become aware obtains knowledge thereof), notify the Purchaser if any Acquisition Proposals, or any expressions of interest for the acquisition of the Business, are made, including the identity of the Person(s) making the inquiry or proposal or expression of interest and any other relevant parties and the terms and conditions of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or expression of interest. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05party.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and Closing, (iib) the termination of this AgreementAgreement pursuant to Article X and (c) the date on which Fortive (as defined in the Shareholders’ Deed) validly delivers a Fortive Option Exercise Notice (as defined in the Shareholders’ Deed) to the Company in accordance with the Shareholders’ Deed (a “Fortive Notice”) (provided that if such Fortive Notice is revoked or withdrawn by Fortive and the Fortive Waivers are obtained, the Company following restrictions shall be reinstated), the Parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or encourage or respond to any inquiries, indications of interest, offers or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any information to, or otherwise cooperate in any way with, any proposal of, any person (Person or other than BCAC and its affiliatesentity or “group” within the meaning of Section 13(d) relating to a potential acquisition of all or substantially all of the equity interests or assets of the CompanyExchange Act, whether by merger, sale of stock, sale of assets, business combination or otherwise (concerning an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a8.05. For purposes of this Agreement, an “Alternative Transaction” shall mean (A) with respect to the Company, (x) the issuance, sale or transfer to or investment by any Person in any newly issued or currently outstanding equity interest in the Company, (y) the sale or transfer of the assets of the Company and its Subsidiaries to any Person (except, in the cases of clauses (x) and (y), with respect to any de minimis transfers of equity interests or assets or any issuance, sale, transfer, investment of equity interests or assets permitted by the terms of this Agreement), or (z) any merger or business combination between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand and (B) with respect to SPAC, any direct or indirect acquisition of assets of business of any person, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, such as the “initial business combination” under SPAC’s initial IPO prospectus with any third party; provided, that, with respect to the Company, none of the following shall constitute an Alternative Transaction: (I) any de minimis transfers of equity interests or assets or any issuance, sale, transfer, investment of equity interests or assets permitted by the terms of this Agreement or the Share Transfer Agreement; (II) the issuance of any newly issued equity interest in the Company as part of a capital raising of up to approximately $35 million in or around June 2021; (III) the issuance of any newly issued equity interest in the Company as part of a capital raising of up to approximately $20 million in or around December 2021; (IV) the issuance of any newly issued equity interest in the Company where the directors of the Company determine that an injection of funds is reasonably necessary to ensure that the Company is able to pay its debts (and the debts of its subsidiaries) as and when they fall due; (V) the issuance of any newly issued convertible notes which will convert into ordinary shares in the Company as part of a capital raising of up to approximately $75 million; (VI) any such sale or transfer made in accordance with clause 19 of the Shareholders’ Deed; and (VII) any transaction approved by SPAC in writing; provided, further, that, any such issuance pursuant to the foregoing clauses (I) to (V) shall be made in accordance with and subject to any conditions imposed under the Commitment Agreement and the Share Transfer Agreement with such conditions being applicable to the Company for purposes of this Agreement. The Company Each Party shall, and shall direct cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company Each Party also agrees that it will shall promptly request each person Person (other than the parties hereto Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information confidential information furnished to such person Person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the earlier of (a) Closing, (b) the termination of this Agreement pursuant to Article X and (c) the valid delivery of a Fortive Notice (unless and until such Fortive Notice has been revoked or withdrawn by Fortive and the Fortive Waivers are obtained), then the Company such Party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such Party becomes aware of such inquiry or proposal) notify such person Person in writing that the Company such Party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such Party from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties Parties agree that any violation of the restrictions set forth in this Section 7.05(a) 8.05 by the Company a Party or any of its Subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 8.05 by such Party. The Parties agree that this Section 8.05 shall supersede the Company. For clarity, exclusivity provisions included in that certain Letter of Intent entered into by and among SPAC and the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction dated March 5, 2021 in its entirety and such exclusivity provisions shall be terminated as of the terms of this Section 7.05date hereof.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Seller shall not, and shall direct require each of its Representatives Affiliates, directors, officers, employees, agents, advisors and other representatives (including each financial advisor and attorney) not to, directly or indirectly, indirectly (Ai) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessknowingly facilitate, assist or encourage action by, or enter into any Contract discussions with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) Buyer relating to a potential the possible acquisition of the Business or of all or substantially all a material portion of the equity interests or assets of the Company, whether by Business or capital stock of Seller or any merger, sale of stockreorganization, sale of assetsconsolidation, business combination combination, share exchange, tender offer, recapitalization, dissolution, liquidation or otherwise similar transaction involving Seller (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions negotiations regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead respond to, any effort or attempt by any person to do or to seek any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to inform such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company Seller is subject to an exclusivity agreement period and the expiration of the exclusivity period) or (iii) grant any waiver or release under any standstill or similar agreement, provided that an Alternative Transaction shall not include any transaction involving (1) all or a portion of the Excluded Assets or (2) any merger, reorganization, consolidation, business combination, share exchange, tender offer, recapitalization, dissolution, liquidation or similar transaction involving Seller Parent, the ultimate parent company of Seller Parent, or a material portion of their respective assets not primarily constituting assets of the Business (it being understood that any transaction contemplated by this clause (2) shall not relieve Seller of its obligations to consummate this Agreement and, if necessary to preserve Buyer’s rights hereunder, Seller shall cause any counterparty to such transaction (if such transaction is to be consummated prior to the Closing) to assume the obligations of Seller under this Agreement). Seller shall notify Buyer promptly (and, in any case, within one Business Day) of any inquiries, proposals or offers received by, any information requested from, or any discussions or negotiations sought to be initiated or continued with, Seller or any of its Affiliates, directors, officers, employees, agents, advisors or other representatives concerning an Alternative Transaction indicating, in connection with such notice, the names of the parties and the material terms and conditions of any proposal or offer. Seller agrees that it will keep Buyer informed, on a prompt basis (and, in any case, within one Business Day of any significant development), of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. Seller agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with respect to any potential Alternative Transaction or similar transaction or arrangement. Seller agrees that it will take the sale of necessary steps to promptly inform the Company that prohibits it from considering such inquiry individuals or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including entities referred to in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach first sentence of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction 5.14 of the terms of this Section 7.05obligations undertaken hereunder.

Exclusivity. Until consummation of the transactions contemplated hereby or termination of this Agreement pursuant to the provisions of Section Section 8.1, the Company will not (and the Company will not permit any of its Subsidiaries or any of its or their officers, directors, employees, agents, stockholders, partners, representatives or Affiliates to) directly or indirectly (except, and solely, to the extent as required by Delaware law; provided that prior to taking any actions restricted by this Section 4.8 in reliance on this exception, the Company shall deliver to the Majority Purchasers prior written notice of such action and the Board shall have first sought the advice of counsel as to whether Delaware law requires such action) (a) From solicit, initiate, or encourage the date submission of this Agreement and ending on the earlier of any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, (i) the Closing and reorganization, merger, liquidation, dissolution or refinancing of any of the Company or any of its Subsidiaries, (ii) the termination purchase or sale of this Agreement, the Company shall not, and shall direct its Representatives not to, directly or indirectly, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person assets (other than BCAC and its affiliatesa purchase or sale of inventory in the Ordinary Course of Business) relating to a potential acquisition or equity interests of, or the making of all or substantially all any other investment in, any of the equity interests Company or any of its Subsidiaries, or (iii) any similar transaction or business combination involving any of the Company or any of its Subsidiaries or the assets of any of them (each of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise foregoing actions described in clauses (an “Alternative Transaction”i) through (iii), a "Company Transaction") or (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, assist or cooperate participate in or facilitate in any way that would otherwise reasonably be expected other manner any effort or attempt by any Person or enter into any agreement to lead to, do or seek to do any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transactionof the foregoing; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed constitute a violation of this Section 7.05(a)Company Transaction for purposes hereof. The Company shallagrees to notify the Majority Purchasers immediately if any Person makes any oral or any written proposal, and shall direct its Representatives tooffer, immediately cease any and all existing discussions inquiry or negotiations with any person conducted heretofore contact with respect to any Alternative Transaction. The a potential Company also agrees that it will promptly request each person (other than Transaction and provide the parties hereto Majority Purchasers with the details thereof and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05response thereto.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, but only, in the Company case of HCAC, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the HCAC Board, the parties shall not, and shall direct cause their respective Subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than BCAC with the other parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)7.05. The Company Each party shall, and shall direct cause its Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each party also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, and will provide BCAC but only, in the case of HCAC, except to the extent it determines in good faith, after consultation with a copy of any its outside legal counsel, that the failure to take such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case action would be inconsistent with the identity fiduciary duties of the person making such inquiry or proposalHCAC Board. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) 7.05 by the Company a party or any of its Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.05 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company shall not, and shall direct cause its Representatives and Subsidiaries not to, directly or indirectly, (Ai) solicitinitiate, negotiate withsolicit or encourage (including by way of providing confidential or non-public information) any inquiries, provide proposals or offers that constitute or may reasonably be expected to lead to any nonpublic information regarding the Company’s business, purchase of shares or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all Equity Securities of the equity interests Company or material portion of the assets of the Company, whether by Company and its Subsidiaries (on a consolidated basis) or any merger, sale of stock, sale of assets, business combination or otherwise other similar transaction of the Company or its Subsidiaries (an “Alternative TransactionTransaction Proposal”), (Bii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to lead to any such Alternative Transaction Proposal, or (iii) enter into any agreement regardingor deliver any agreement or instrument (including a confidentiality agreement, continue letter of intent, term sheet, indication of interest, indicative proposal or otherwise participate in any discussions regarding, other agreement or furnish instrument) related to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or Proposal; provided that (Cx) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect agrees to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If notify SPAC if the Company or any of its Representatives receives or Subsidiaries receive any inquiry offer or proposal with communication in respect to of an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalProposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposalpromptly communicate to SPAC in reasonable detail the terms and substance thereof, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by and the Company or shall, and shall cause its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarityand Subsidiaries to, the Company may inform cease any and all existing negotiations or discussions with any person making an unsolicited proposal or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction of Proposal. During the terms of this Section 7.05Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1.

Exclusivity. During the Pre-Closing Period, the Company shall, and shall cause its directors, officers, shareholders, employees, agents and advisors (acollectively, the “Company Representatives”) From to, deal exclusively with the date Purchaser and its designated representatives regarding any and all acquisitions of, or investments in, the Company, or the Business, whether by way of this Agreement and ending on merger, consolidation or other business combination with any other Person, purchase or exchange of capital stock or other equity interests, purchase of assets or otherwise (an “Alternative Transaction”) and, without the earlier prior consent of (i) the Closing and (ii) the termination of this AgreementPurchaser, the Company shall not, and shall direct its cause the Company Representatives not to, directly or indirectly, : (Aa) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, initiate or enter into any Contract with, or otherwise engage in any manner knowingly encouragenegotiations, discussions or other communications with any proposal of, any person (other than BCAC and its affiliates) Person relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “any Alternative Transaction”), ; (Bb) provide information or documentation to any other Person with respect to the Company or any of its assets in respect of any Alternative Transaction; or (c) enter into any agreement regardingContract, continue letter of intent, memorandum of terms or otherwise participate understanding with any other Person in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding of any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its cause the Company Representatives to, cease immediately cease all discussions and negotiations that commenced prior to the date of this Agreement regarding any and all existing discussions Alternative Transaction or negotiations with any person conducted heretofore with respect would reasonably be expected to any lead to an Alternative Transaction. The Company also agrees that it will shall promptly request each person (other than the parties hereto and their respective Representatives) that has prior to after the date hereof of this Agreement instruct each Person which has heretofore executed a confidentiality agreement in connection relating to an Alternative Transaction with its, his or her consideration for the benefit of acquiring the Company to promptly return or destroy all Confidential Information furnished to such person by or on behalf of itinformation, him or her prior documents, and materials relating to the date hereof. If Alternative Transaction or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of Representatives to such inquiry Person or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale any of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC Representatives in accordance with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05any confidentiality agreement with such Person.

Exclusivity. (a) From During the date Interim Period, neither Company Party shall take, nor shall such Company Party permit any of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementits Affiliates or Representatives to take, the Company shall not, and shall direct its Representatives not to, whether directly or indirectly, (Ai) any action to solicit, negotiate initiate or engage in discussions or negotiations with, provide any nonpublic information regarding the Company’s business, or enter into any Contract agreement with, or in any manner knowingly encourage, any proposal ofrespond to inquiries or proposals by, or provide information to, any person Person (other than BCAC and Acquiror or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning any merger or similar business combination transaction, or sale of all or substantially all of the equity interests of such Company Party, or sale of substantially all of the assets involving such Company Party or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business), or any other transaction that would constitute a change of control of such Company Party or would otherwise prohibit or delay the CompanyTransactions (each such acquisition transaction, whether by mergerbut excluding the Transactions, sale of stock, sale of assets, business combination or otherwise (an “Alternative Acquisition Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of such Company Party or any of its Subsidiaries (or any Affiliate or successor of such Company Party or any of its Subsidiaries). The Each Company Party shall, and shall direct cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to, or which is reasonably likely to give rise to or result in, an Alternative Acquisition Transaction at any time prior to the Closing, then the or public offering of Equity Securities of such Company shall Party. The Company Parties will promptly (and in no event later than one (1) Business Day 48 hours after the Company become becoming aware of such inquiry inquiry, proposal, offer or proposalsubmission) (x) notify such person in writing that Acquiror if the Company is subject to an exclusivity agreement Party or any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to an Acquisition Transaction during the sale Interim Period, (y) notify Acquiror of the Company that prohibits it from considering identity of the Person making such inquiry or submitting such proposal, offer or submission, and will (z) provide BCAC Acquiror with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or inquiry, proposal, including offer or submission (in each the case of subsections (y) and (z) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to April 11, 2021, to which the Company Party is a party, as determined in good faith by such Company Party, in which case the identity of Company Party shall provide such notice to the person making such inquiry or proposalmaximum extent not prohibited). Without limiting the foregoing, the parties The Company Parties agree that any violation of the restrictions set forth in rights and remedies for noncompliance with this Section 7.05(a8.03(a) by the Company include specific performance, it being acknowledged and agreed that any breach or its Representatives shall be deemed threatened breach will cause irreparable injury to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making Acquiror and that money damages would not provide an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05adequate remedy for such injury.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of Interim Period, (i) JV GmbH and the Closing and (ii) the termination Shareholders shall not take, nor shall they permit any of this Agreementtheir Affiliates or Representatives to take, the Company shall notin each case, and shall direct its Representatives not to, whether directly or indirectly, (A) any action to solicit, negotiate initiate or engage in discussions or negotiations with, provide any nonpublic information regarding the Company’s business, or enter into any Contract agreement with, or in any manner knowingly encourage, any proposal ofor provide information to, any person Person (other than BCAC PubCo, Merger Sub, SEDA and/or any of their Affiliates and its affiliatesRepresentatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any purchase of any equity securities of, or membership interests in, or the issuance and sale of any equity securities of, or membership interests in, PP Holding, JV GmbH or its Subsidiaries (other than any purchases of equity securities by JV GmbH from employees of JV GmbH or its Subsidiaries) or any merger or sale of substantial assets involving the Aerospace Business Assets, PP Holding or JV GmbH or any of its Subsidiaries, in each case, other than the Transactions, a potential acquisition transfer by any Shareholder to any of all its Affiliates, or substantially all of the equity interests as provided in this Agreement (any such purchase, issuance, sale or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Acquisition Transaction”). If JV GmbH, (B) enter into the Shareholders or any of their Affiliates or any of their respective Representatives receives any inquiry or proposal regarding an Acquisition Transaction at any time prior to the Closing, then JV GmbH and the Shareholders, as applicable, shall promptly notify such Person indicating only that it is subject to an exclusivity agreement regarding, continue that prohibits providing any information related to or otherwise participate entertaining any proposals or offers or engaging in any negotiations or discussions regardingconcerning any Acquisition Transaction and, in such event, JV GmbH or furnish to any person any information with respect tosuch Shareholder, or cooperate in any way that would otherwise reasonably be expected to lead toas applicable, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery shall also promptly notify SEDA of such facts and performance of this Agreement circumstances. JV GmbH and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company Shareholders shall, and shall direct its cause their Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to, or which is reasonably likely to give rise to or result in, an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Acquisition Transaction.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company Sellers shall not, and shall direct its cause the Hostess Entities and their respective Representatives not to, directly or indirectly, (Ai) enter into, knowingly solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any information to, or otherwise cooperate in any way with, any proposal ofPerson or other entity or group, concerning any person (other than BCAC and its affiliates) relating to a potential acquisition sale of all or substantially all of the equity interests or any material assets of the CompanyHostess Entities or any of the outstanding Hostess Securities or any conversion, whether by mergerconsolidation, sale of stockliquidation, sale of assets, business combination dissolution or otherwise similar transaction involving the Hostess Entities other than with the Buyer and its Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)6.3. The Company Sellers shall, and shall direct its cause their respective Affiliates and respective Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company Sellers, the Hostess Entities or any of its their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company Sellers shall promptly (and in no event later than one (1) Business Day 24 hours after the Company Sellers become aware of such inquiry or proposal) (A) advise the Buyer orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof), (B) provide the Buyer a copy of such inquiry or proposal, if in writing, and (C) notify such person Person in writing that the Company is Sellers are subject to an exclusivity agreement with respect to the sale of the Company Hostess Entities that prohibits it them from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties Parties agree that any violation of the restrictions set forth in this Section 7.05(a6.3(a) by any of the Company Sellers or its their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a6.3(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Sellers.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the The Company agrees that it shall not, and shall direct not permit any of its Representatives subsidiaries to, and will cause its and their respective officers, directors, employees, advisors (including attorneys, accountants, financial advisors, consultants and investment bankers), agents and representatives not to, at any time from November 25, 2015 through January 29, 2016 (the “Exclusivity Period”), directly or indirectly, (Aa) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, initiate or enter into any Contract with, actively encourage submission of proposals or in any manner knowingly encourage, any proposal of, offers from any person (or entity, other than BCAC Z Capital and its affiliates) , relating to a potential any acquisition of all the Company or substantially all any of the equity interests its subsidiaries or a material portion of their respective assets of the Companyor voting securities, whether by merger, sale of stock, sale of assets, or any business combination involving the Company or otherwise any of its subsidiaries, or (an “Alternative Transaction”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions negotiations regarding, or furnish to any other person or entity any non-public information with respect to, or otherwise further cooperate in any way with, or assist or actively participate in, actively facilitate or encourage, any effort or attempt by any other person or entity other than Z Capital and its affiliates to do or seek any of the foregoing. During the Exclusivity Period, the Company shall promptly advise Z Capital if any such proposal or offer, or any inquiry by any person or entity with respect thereto, is made, shall promptly inform Z Capital of all the terms and conditions thereof, and shall furnish to Z Capital copies of any such written proposal or offer and the contents of any communications in response thereto. In addition, the Company agrees that would otherwise it will immediately cease, from November 25, 2015 through the end of the Exclusivity Period, any existing discussions or negotiations with any person or entity other than Z Capital and its affiliates that relate to, or may reasonably be expected to lead to, any Alternative transaction of the type described in Section 1(a). During the Exclusivity Period, Z Capital shall (i) negotiate with the Company on the terms of the potential Transaction or in good faith, (Cii) commencereasonably diligently pursue arrangements to finance the potential transaction (giving due consideration to the end of year holiday period), continue or renew any due diligence investigation and (iii) keep the Special Committee reasonably informed (on at least a weekly basis), regarding any Alternative its arrangements to finance the potential Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or extent Z Capital breaches any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of Company shall have the restrictions set forth in right to terminate this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Agreement.

Exclusivity. The Company agrees that it shall not, and shall not permit any of its respective subsidiaries or affiliates, and will cause all of their respective officers, directors, employees, agents and representatives (aincluding Xxxxxx X. Xxxxx) From not to, at any time during the period commencing on the date of this Agreement hereof and ending on the earlier to occur of December 31, 2004 or the filing of a chapter 11 case by the Company (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or encourage submission of further proposals or offers from any person, other than DLJMB, relating to any acquisition or purchase of all or a significant portion of the assets of, including any river boat or other gaming facility or any contract to manage any gaming facility, or any equity interest in, the Company, any of its subsidiaries or affiliates controlled by the Company or any business combination involving the Company or any of its subsidiaries or affiliates controlled by the Company, or the declaration or payment of any dividend or any change in the public debt or capital structure of the Company or any of its subsidiaries or affiliates controlled by the Company, (b) further participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than DLJMB to do or seek any of the foregoing; provided, however, that, clause (b) hereof notwithstanding, the Company may furnish or cause to be furnished non-public information concerning it or its subsidiaries, to a party that (i) has, without the Closing Company’s solicitation, initiation or encouragement, sought such information and that the Company’s Board of Directors believes in good faith has expressed a legitimate interest in, and has the financial wherewithal to, consummate a transaction or transactions (A) of the kind described in clause (a) above in respect of the entire Company and its subsidiaries, taken as a whole, and (B) that, in the Board’s judgment, is or are likely, if consummated, to be more favorable to the Company and its subsidiaries and the other parties to whom the Company owes fiduciary duties than what is proposed in the Transaction with DLJMB and (ii) prior to the termination Company furnishing or causing to be furnished such non-public information, entered into a confidentiality agreement with the Company (a) on terms no less restrictive with respect to such party than the terms of the Confidentiality Agreement (as defined below) and (b) that does not prohibit the Company from promptly disclosing to DLJMB the information contained in clause (x) of the next sentence hereof in accordance therewith. During the Exclusivity Period, (x) the Company shall promptly advise DLJMB if any such proposal or offer or indication of interest, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform DLJMB of all the terms and conditions thereof, and shall furnish to DLJMB copies of any such written proposal or offer or indication of interest and the contents of any communications in response thereto and any information provided to the applicable party (it being understood that the Company shall not be required to take any action pursuant to this Agreementclause (x) that would violate any pre-existing confidentiality obligation enforceable against the Company), and (y) the Company shall not waive any provisions of any “standstill” agreements between the Company and any party. During the Exclusivity Period, the Company shall not, and shall direct cause its Representatives subsidiaries and affiliates not to, directly or indirectlywithout the consent of DLJMB, (A) solicit, negotiate with, provide any nonpublic information regarding the Company’s businessenter into, or commit to enter into any Contract with, or in any manner knowingly encourageinto, any proposal ofmaterial transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, the Company agrees that it will, and shall cause its subsidiaries and affiliates to, immediately cease, from the date hereof through the end of the Exclusivity Period, any person (existing discussions or negotiations with any party other than BCAC and DLJMB or its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect affiliates that relate to, or cooperate in any way that would otherwise may reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation transaction outside of the Transactions shall not be deemed a violation ordinary course of this Section 7.05(abusiness, consistent with its past practices, or any transaction of the type described in Paragraph 1(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing have the right to terminate the Exclusivity Period upon five (5) days prior written notice to DLJMB if DLJMB terminates discussions regarding the potential Transaction or negotiations with any person conducted heretofore with respect ceases to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than actively pursue the parties hereto and their respective Representatives) that has Transaction prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration expiration of acquiring the Exclusivity Period. If DLJMB notifies the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to that DLJMB is terminating discussions regarding the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closingpotential Transaction, then the Company shall promptly (and in no event later than one (1) Business Day after have the Company become aware of such inquiry or proposal) notify such person in writing that right to immediately terminate the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Exclusivity Period.

Exclusivity. (a) From In consideration of the date time, effort and expenses to be undertaken by Purchaser in connection with the pursuit of this Agreement the transaction contemplated herein, the parties agree that the Vendor shall deal exclusively with the Purchaser, its affiliates and ending on each of their successors and assigns from the earlier of (i) Effective Date and until the Closing and Date (ii) “Exclusivity Period”). During the termination of this AgreementExclusivity Period, the Company Vendor shall not, and shall direct not authorize or permit any of its Representatives not to, directly or indirectly, : (Ai) solicit, negotiate with, provide initiate or take any nonpublic information regarding action with the Company’s businessprimary intent to facilitate or encourage any inquiries or the making of any proposal from a person or group of persons other than the Purchaser and its affiliates that may constitute, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise could reasonably be expected to lead to, any direct or indirect acquisition of the Purchased Assets (an “Alternative Transaction”); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than Purchaser and its affiliates regarding an Alternative Transaction; or (iii) enter into an Alternative Transaction or (C) commenceany agreement, continue arrangement or renew understanding, including, without limitation, any due diligence investigation regarding any letter of intent, term sheet, memorandum of understanding or other similar document, relating to an Alternative Transaction; provided, . The Vendor confirms that prior to the execution, delivery Effective Date and performance of this Agreement and in accordance with the Transaction Documents and the consummation terms of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallLOI, and shall direct it has caused its Representatives to, immediately cease any and to terminate all pre-existing discussions or negotiations with any person conducted heretofore with respect to any or group of persons other than Purchaser and its affiliates regarding an Alternative Transaction. The Company also agrees that it will promptly request each person (other than Nothing herein shall prohibit or otherwise prevent the parties hereto and their respective Representatives) that has prior to Vendor from discussing, entering into or consummating a transaction for all of or a majority of, the date hereof executed a confidentiality agreement in connection with its, his common shares of either Vendor or her consideration of acquiring the Company to return all or destroy substantially all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity assets of the person making such inquiry Vendor (either individually or proposal. Without limiting the foregoingcollectively) (in either case, the parties agree that any violation a “Sale of the restrictions Vendor’s Business”), provided that (i) such Sale of the Vendor’s Business is not entered into primarily as a means to diminish, defeat or otherwise circumvent the exclusivity obligations of the Vendor set forth in this Section 7.05(aherein; and (ii) any Sale of the Vendor’s Business shall be conditional upon the acquirer agreeing to be bound by the Company or its Representatives shall be deemed to be a breach terms and conditions of this Section 7.05(a) by Agreement, as if the Company. For clarity, acquirer was the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05original vendor party to same.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) Date or the termination of this AgreementAgreement in accordance with its terms, the Sellers, the Company and the Blocker shall not, and shall not permit any of their Affiliates or any of their or their Affiliates’ directors, managers, officers or employees to, and shall direct its their respective Representatives not to, directly or indirectly, (Aa) solicitinitiate, negotiate with, provide solicit or knowingly facilitate or encourage any nonpublic information regarding inquiries or the Company’s businessmaking of any proposal or offer from any Person or group of Persons that may constitute, or enter into any Contract withwould reasonably be expected to lead to, the direct or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential indirect acquisition of all or substantially all any significant part of the equity interests or the assets of the CompanyCompany or any Company Subsidiary, whether by merger, sale purchase of stockequity interests, sale issuance of equity interests, purchase of assets, business combination tender offer, loan or otherwise (each, an “Alternative Transaction”), (Bb) engage in, enter into any agreement regardinginto, continue or otherwise participate in any discussions regardingor negotiations (other than solely to cause such discussions or negotiations to be terminated) with any Person or group of Persons (other than Buyer and its Affiliates and Representatives) with respect to an Alternative Transaction, or furnish provide any non-public information or data concerning, the Blocker or the Company Group to any person any information with respect toPerson or group of Persons (other than Buyer and its Affiliates and Representatives) that Sellers, the Company or Blocker believe or should reasonably know would be used for purposes of formulating an inquiry relating to an Alternative Transaction, or cooperate (c) approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any way that would otherwise reasonably be expected other agreement relating to lead to, any an Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery other than with Buyer and performance its Affiliates and Representatives). Immediately upon execution of this Agreement Agreement, (i) the Sellers, Blocker and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its their Representatives to, immediately cease terminate any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (Person other than the parties hereto Buyer and their respective Representativesits Affiliates and Representatives regarding an Acquisition Transaction and (ii) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after request that each Person to which the Company become aware of such inquiry or proposal) notify such person in writing that has provided confidential information relating to the Company is subject to an exclusivity agreement with respect to the sale of and the Company that prohibits it from considering such inquiry or proposalSubsidiaries and has afforded access to, and will provide BCAC engaged in discussions with, in connection with a copy of proposed Alternative Transaction (other than Buyer and its Affiliates and Representatives), promptly return or destroy any such written inquiry or proposal or a detailed summary of information (except for any such verbal inquiry or proposalaccess that does not relate to, including and was not provided in each case the identity of the person making such inquiry or proposal. Without limiting the foregoingconnection with discussions concerning, the parties agree that any violation of the restrictions set forth a potential Alternative Transaction) in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of accordance with the terms of this Section 7.05the confidentiality agreement such Person entered into with Xxxxxxx Xxxxx & Company, L.L.C. on behalf of the Company.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier occurs of (i) the Closing and (ii) or the termination of this Agreement, none of the Sellers, the Company, nor any of their respective directors, officers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall notinitiate, and shall direct its Representatives not tosolicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (Aeach, an "Acquisition Proposal") solicitwith respect to, negotiate with, provide or furnish any nonpublic information regarding the Company’s businessrelating to or participate in any negotiations or discussions concerning, or enter into any Contract with, or in any manner knowingly encourageagreement with respect to, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition or purchase of all or substantially all a substantial portion of the equity interests business, assets, properties, capital stock or assets capital stock equivalents of the CompanyCompany or any of its Subsidiaries (a "Potential Sale"), whether by merger, combination, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)otherwise, (B) or enter into any agreement regardingagreement, continue arrangement or otherwise participate in any discussions regardingundertaking requiring it to abandon, terminate or furnish fail to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that consummate the execution, delivery and performance of transaction contemplated by this Agreement Agreement. The Sellers and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives cause each other member of the Company Group to, immediately cease and cause to be terminated any and all existing activities, including discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (parties, other than the parties hereto and their respective Representatives) that has Buyer, conducted prior to the date hereof executed a confidentiality agreement with respect to any Acquisition Proposal. The Company or the Sellers shall (i) immediately inform Buyer of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection with itstherewith, his and (ii) inform the Persons sending such inquiries, requests or her consideration of acquiring proposals that the Company is bound by an exclusivity arrangement (without any reference to return Buyer, its Affiliates, or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofits potential financing sources). If The Sellers and the Company represent that each is not a party to or bound by any of its Representatives receives any inquiry or proposal agreement with respect to an Alternative Transaction at any time prior to Acquisition Proposal other than under this Agreement. Each of the Closing, then Sellers and the Company shall promptly (cause its officers, directors, agents and in no event later than one (1) Business Day after advisors to comply with the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach provisions of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.055.5.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Pre-Closing and (ii) the termination of this AgreementPeriod, the Company Seller shall not, shall cause its Affiliates (including the Company Group) not to, shall not authorize or permit any of Seller’s or its Affiliates’ their respective Representatives to and shall direct its Representatives the other Related Parties not to, directly or indirectly, (A) indirectly solicit, negotiate with, provide any nonpublic information regarding initiate or encourage the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, submission of any proposal of, or offer from any person Person (other than BCAC Purchaser and its affiliatesAffiliates) with respect to the Company Group, the University, any Service Provider or any assets or properties owned, used or held for use by the Company Group, relating to a potential acquisition any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or substantially all any material portion of the assets or equity interests in or assets of of, the CompanyCompany Group or (c) reorganization, whether by mergerrecapitalization, sale of stock, sale of assetsrestructuring, business combination or otherwise other similar transaction (an a “Alternative Competing Transaction”), (B) enter into nor agree to or consummate any agreement regardingCompeting Transaction, continue or otherwise participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity (other than Purchaser and its Affiliates and Representatives) any information with respect to, or otherwise cooperate in any way with or facilitate any effort or attempt by any Person to effect a Competing Transaction; provided, however, that any Qualifying Transaction shall not be considered a “Competing Transaction.” Seller shall, and shall cause its Affiliates (including the Company Group) to, instruct Seller’s and its Affiliates’ respective Representatives and the Related Parties to, promptly cease any existing activities, discussions and negotiations with, and the provision of confidential information to, any Persons (other than Purchaser and its Affiliates and Representatives) with respect to any of the foregoing, promptly terminate all physical and electronic data room access granted prior to the date hereof to any such Person or any of their respective Representatives and promptly issue instructions to any such Person who has entered into a confidentiality agreement or restrictions in connection with a potential Competing Transaction that has not expired or been terminated in accordance with its terms to return or destroy any confidential information related to the Company Group, the University or the Business received thereunder in accordance with the terms of such confidentiality agreement. If any of Seller, any Related Party the Company Group or any of their respective Representatives receives any inquiry, proposal or offer from any Person relating to, or that would otherwise reasonably be expected to lead to, any Alternative a Competing Transaction or (C) commenceeach, continue or renew any due diligence investigation regarding any Alternative Transaction; provideda “Transaction Proposal”), that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company Seller shall promptly (and in no any event later than within one (1Business Day) Business Day after the Company become aware advise Purchaser of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalTransaction Proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person Person making such inquiry or proposalTransaction Proposal and the material terms and conditions of any such Transaction Proposal. Without limiting the foregoing, the parties agree that any Any violation of the restrictions set forth in this Section 7.05(a) 5.13 by any Affiliate or Representative of Seller (including the Company or its Representatives Group) shall be deemed to be a breach of this Section 7.05(a5.13 by Seller. A “Qualifying Transaction” means any inquiry, proposal or offer, or any expression of interest, by any Third Party relating to (A) a transfer or sale of Seller, or any merger, consolidation, recapitalization, tender or exchange offer, or other business combination transaction to acquire Seller, (B) direct or indirect acquisition or purchase by any Person of more than 50% of the Company. For clarityassets, equity or other property of Seller (determined without taking into account the equity or assets of the Company Group, it being understood that such transactions may inform include the equity and assets of the Company Group) or (C) any person making an unsolicited proposal regarding an Alternative Transaction merger, consolidation, recapitalization, liquidation, dissolution or similar transaction which would result, directly or indirectly, in the disposition of more than 50% of the assets, equity or other property of Seller, in each case whether in one transaction or a series of related transactions, in each case of clauses (A), (B) and (C), in which (1) each potential purchaser or other participant participating in any process in relation thereto is bound by a customary confidentiality and non-use agreement covering any information related to the Company Group or the Business and Seller shall use its reasonable best efforts to enforce such confidentiality agreements with respect to information related to the Company Group or the Business, including, following the Closing, at Purchaser’s request and (2) the purchaser or surviving party thereunder agrees to be, or by operation of Law will be, bound by the terms of this Section 7.05Agreement and the Ancillary Documents applicable to Seller and any remaining obligations of Seller under this Agreement and the Ancillary Documents (including the obligation to consummate the Closing) will be fully assumed by such Person (including by operation of Law, if applicable); provided that notwithstanding the occurrence of any Qualifying Transaction, Seller or its Affiliates, as applicable, shall remain responsible and liable for its obligations pursuant to this Agreement and any Ancillary Document to which Seller or its Affiliates, as applicable, are a party.

Exclusivity. (a) From During the period from the date of this Agreement and ending on the earlier of (i) through the Closing and (ii) the Date or earlier termination of this AgreementAgreement in accordance with Article 10, the Company Seller shall not, and shall direct its Representatives cause the Seller Affiliates and each of their respective directors, officers, employees, advisors and any other representatives not to, directly or indirectly, (Aa) solicit, negotiate withinitiate, provide engage in or knowingly encourage the initiation of any nonpublic information regarding the Company’s businessinquiry, proposal or enter into any Contract with, or in any manner knowingly encourage, any proposal of, offer from any person (other than BCAC Buyer and its affiliatesAffiliates) relating to a potential any direct or indirect acquisition (in one or more related transactions) of all any assets or substantially all properties of Seller or any Seller Affiliates relating to the equity interests or assets of the Company, Business (whether by merger, sale of stockconsolidation, sale of assetsassets or equity interests or otherwise) or (b) encourage, business combination initiate, engage in or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations with any Third Party regarding, or furnish to any person Third Party any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead toconnection with, any Alternative Transaction or such transaction described in the foregoing clause (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(aa). The Company shallSeller also agrees that it, the Seller Affiliates and each of their respective directors, officers, employees, advisors and other representatives shall direct its Representatives to, immediately cease any existing activities, discussions and all existing discussions or negotiations with any person conducted heretofore parties other than Buyer and its Affiliates with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalforegoing, and will provide BCAC with a copy of terminate access to the Virtual Data Room to any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposalPerson other than Buyer, including its Affiliates and their authorized representatives. Notwithstanding anything in each case this Section 7.15 to the identity of the person making such inquiry or proposal. Without limiting the foregoingcontrary, (i) Seller, the parties agree that any violation Seller Affiliates and each of the restrictions their respective directors, officers, employees, advisors and other representatives shall be relieved of all of their respective obligations set forth in this Section 7.05(a7.15 if, but only for so long as, Target (as defined in the Arrangement Agreement) by is relieved of its obligations set forth in Section 7.1(a) and Section 7.1(b)(i)-(v) of the Company Arrangement Agreement (and then only to the extent that Target is so relieved of any such obligations), it being understood and agreed that if Target again becomes subject to any of its obligations set forth in Section 7.1(a) and Section 7.1(b)(i)-(v) of the Arrangement Agreement, Seller, the Seller Affiliates and each of their respective directors, officers, employees, advisors and other representatives shall once again be subject to all of their respective obligations set forth in this Section 7.15, and (ii) nothing herein shall prohibit Seller, the Seller Affiliates or its Representatives shall be deemed to be a breach any of their respective directors, officers, employees, advisors and other representatives from taking any actions taken in accordance with Section 7.1 of the Arrangement Agreement; provided, however, that notwithstanding the suspension of any obligations set forth in this Section 7.15, each other provision of this Section 7.05(a) by Agreement shall continue to remain in full force and effect until the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction earlier of the terms Closing or the valid termination of this Agreement pursuant to Section 7.0510.1.

Exclusivity. (a) From During the period from the date of this Agreement and ending on to the earlier of (i) the Closing and (ii) such time as this Agreement is terminated in accordance with its terms, except for the termination of this AgreementTransactions, the Company shall not, and shall direct cause its Affiliates and Representatives not to, directly or indirectly, (Aa) solicit, negotiate withinitiate or knowingly encourage any inquiry, provide indication of interest, proposal or offer from any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC Parent, its Affiliates and its affiliates) relating their Representatives), with respect to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Competing Transaction”), (Bb) enter into any agreement regarding, continue or otherwise (i) participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore Person (other than Parent, its Affiliates and their Representatives) regarding a Competing Transaction, (ii) furnish to any Person (other than Parent, its Affiliates and their Representatives) any information or documentation with respect to a Competing Transaction or the Company Group and (iii) cooperate with, assist in, participate in, facilitate or encourage a Competing Transaction or (c) enter into any Alternative Transaction. The Company also agrees that it will promptly request each person understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any Person (other than the parties hereto Parent, its Affiliates and their respective Representatives) that has prior to regarding a Competing Transaction. Promptly following the date execution hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no any event later than within one (1) Business Day after Day), the Company become aware of such inquiry or proposalshall (i) notify such person in writing that terminate access to any Person (other than Parent, the Company is subject Group and their respective Affiliates and Representatives) to an exclusivity agreement any electronic data room maintained by, or on behalf of, the Company Group or its Representatives with respect to any Competing Transaction, the sale Company Group or the Transactions and (ii) exercise any contractual rights available to it (or any other member of the Company that prohibits it from considering such inquiry Group) to cause each Person (other than Parent, its Affiliates and their Representatives) who received non-public or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity confidential information of the person making Company Group in connection with any possible Competing Transaction to cause such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by Persons to promptly return such information to the Company or destroy such information. To the extent any member of the Company Group or its Representatives shall be deemed to be a breach receives any written proposal during the period from the date of this Section 7.05(a) by Agreement to the Company. For clarityearlier of the Closing and the termination of this Agreement in accordance with its terms, with respect to a Competing Transaction, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction shall promptly notify Parent in writing of the material terms of this Section 7.05such proposal and keep Parent informed with respect to such proposal.