Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from the date hereof until the earliest of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the termination of this Agreement in accordance with Section 6.16, the Company and its Affiliates shall not, and shall not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) to, directly or indirectly, (1) solicit, initiate, induce, knowingly facilitate, or knowingly encourage (including by means of furnishing any Company information or responding to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, or (3) enter into any Definitive Transaction Agreement with respect to any Financing Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or its Affiliates shall be deemed to be a breach of this Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminated.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) From the date hereof of this Agreement until the earliest earlier of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) Closing or the termination of this Agreement in accordance with its terms, except as set forth on Section 6.165.8 of the Company Schedules, the Company and its Affiliates shall not, and shall not authorize any of their cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees employees, accountants, consultants, advisors, attorneys and other representatives agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPK at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPK promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or any other Group Company receives and to describe the direction terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPK reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than STPK and its Representatives) that may be ongoing with respect to an Acquisition Proposal as of the date hereof and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. (b) Notwithstanding (i) any Company Change in Recommendation, (ii) the making of any Acquisition Proposal or (iii) anything to the contrary contained herein, unless this Agreement has been validly terminated in accordance with Section 7.1 prior to taking any of the following actions, (A) in no event shall the Company or any of the Group Companies execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement with respect to an Acquisition Proposal, (B) the Company shall otherwise remain subject to the terms of this Agreement, including the Company’s obligation to take all actions necessary to cause the Written Consent to be duly executed and delivered and to otherwise solicit the Required Company Shareholder Approval in accordance with Section 5.15, and (C) the Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal, in any agreement to which it or any of its Subsidiaries is a party, and, with respect to any Acquisition Proposal involving the sale of more than 50% of the voting securities of the Company or 50% or more the consolidated net revenue, net income or assets of the Company and its Subsidiaries, shall as promptly as practicable following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Affiliates Representatives provided confidential information of a Group Company in connection with such an Acquisition Proposal in the last two years, which written request shall instruct such Person to return or confirm (“Representatives”in writing) todestruction of all such confidential information. (c) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the STPK Parties shall not, and each of them shall cause their Representatives not to on behalf of the STPK Parties, directly or indirectly, : (1i) solicitaccept, initiate, inducerespond to, knowingly facilitateencourage, solicit, negotiate, provide information with respect to or discuss other offers with respect to any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with any Person other than the Company and its Representatives (each, a “STPK Proposal”), (ii) issue or execute any Contract, indication of interest, memorandum of understanding, letter of intent, or knowingly encourage (including by means of furnishing any Company information or responding other similar agreement with respect to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing a STPK Proposal, (2iii) enter into, engagecommence, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way in connection with a STPK Proposal, or (iv) commence, continue or renew any due diligence investigation regarding a STPK Proposal. STPK agrees to (A) notify the Company promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any STPK Proposal that it receives and to describe the terms and conditions of any such STPK Proposal in reasonable detail (including the identity of the Persons making such STPK Proposal), (B) keep the Company reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, or furnish provide any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, enter into negotiations with such Persons. STPK shall immediately cease and cause to be terminated any discussions or participate in negotiations with any effort by, any Person Persons (other than the Purchaser Company and its AffiliatesRepresentatives) that has mademay be ongoing with respect to a STPK Proposal as of the date hereof and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Notwithstanding anything to the contrary, has informed the Company foregoing shall not restrict STPK’s Affiliates (including Affiliates of Sponsor) in any way with respect to the pursuit of any intention transaction by such Affiliates not related to make, STPK. (d) Notwithstanding (i) the making of any inquiry or has publicly announced an intention proposal with respect to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, a STPK Proposal or (3ii) anything to the contrary contained herein, unless this Agreement has been validly terminated in accordance with Section 7.1, (A) in no event shall STPK or Merger Sub execute or enter into any Definitive Transaction Agreement with respect agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Financing Proposal. Without limiting STPK Proposal or terminate this Agreement in connection therewith, and (B) STPK and Merger Sub shall otherwise remain subject to the foregoingterms of this Agreement, it is agreed that any violation including STPK’s obligation to use reasonable best efforts to obtain the approval of the restrictions set forth Transaction Proposals at the STPK Shareholders Meeting in the preceding sentence by any of the Company or its Affiliates shall be deemed to be a breach of this accordance with Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminated5.10.

Exclusive Dealing. (a) Except as expressly permitted contemplated by this Section 4.11the Reorganization Plan or in connection with the conversion of any Preferred Units into Common Units in accordance with the terms of the LLC Agreement as in effect on the date hereof, from any exercise of Options or pursuant to any agreement existing as of the date hereof until and made available to Parent concerning the earliest purchase of (i) any Company Units or any Options, during the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) period from the execution of this Agreement through the Closing or the earlier termination of this Agreement in accordance with pursuant to Section 6.169.01, each of the Representative and the Company and its Affiliates shall not, and shall not authorize directly or indirectly, through any of their respective directorsits Affiliates, officers, employees directors, managers, direct or indirect equityholders, employees, agents, advisors, representatives or otherwise, and other representatives acting on behalf and at neither the direction Company nor the Representative will authorize or permit any of the Company or any of its Affiliates (“Representatives”) foregoing to, directly or indirectly, (1i) solicit, initiate, induceseek or propose an Acquisition Proposal, knowingly facilitate(ii) enter into, continue or otherwise participate in any discussions or negotiations regarding (except solely to provide notice that the Company cannot engage in the foregoing activities due to the existence of the exclusivity provisions herein) or negotiations regarding any information or afford any person (or any representative thereof) any access (including to the Company’s officers, employees, properties, books or records) in connection with, or knowingly encourage for the purpose of, facilitating, or otherwise cooperate in any way with any Person (including by means of furnishing or any Company information or responding representative thereof) with respect to any communication)inquiry, any inquiries or the makingexpression of interest, announcement or submission to the Company of any proposal proposal, or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could would reasonably be expected to lead to, any Financing an Acquisition Proposal, other than informing the Person making such inquiry, expression of interest, proposal, or offer that the Company or the Representative, as applicable, cannot engage in the foregoing activities due to the existence of the exclusivity provisions herein, (3iii) agree to, accept, approve, endorse, or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse, or recommend) any Acquisition Proposal, (iv) enter into any Definitive Transaction Agreement letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any governing body of the Company. The Company and the Representative shall immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations with any Persons conducted prior to or on the date hereof with respect to any Financing Acquisition Proposal. Without limiting If the foregoingRepresentative or any Affiliates, it is agreed that any violation of the restrictions set forth in the preceding sentence by any officers, directors, managers, employees, agents, direct or indirect equityholders, advisors or representatives of the Company or the Representative, whether or not in his, her, or its Affiliates capacity as such, takes any action that the Company is obligated pursuant to this Section 7.05 to cause such Person not to take, then the Company shall be deemed to be a breach for all purposes of this Agreement to have breached this Section 4.11 7.05. (b) The Company or the Representative, as the case may be, shall immediately notify Parent after receipt by the CompanyCompany or the Representative (or, to the knowledge of the Company or of the Representative, by any of their respective Affiliates, officers, managers, directors, equityholders, employees, agents, advisors, representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal or (iii) any request for nonpublic information relating to the Company or for access to any of its properties, assets, or books and records by any Person other than Parent or its representatives if such access is not in the ordinary course of business consistent with past practice, unless the Company or the Representative, as applicable, reasonably believes such request would not be expected to lead to an Acquisition Proposal. Nothing Such notice shall include either the identity of the Person making any such Acquisition Proposal, or, if such disclosure would violate a contractual confidentiality obligation in this Section 4.11 existence as of the date hereof, a general description of the nature and business of such party (e.g., private equity firm, global IT service provider, etc.). The Company shall eliminate keep Parent fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal, or alter offer and any correspondence or communications related thereto. The Company shall provide Parent with forty-eight (48) hours’ prior written notice (or such lesser prior notice as is provided to the members of the Company’s obligation under board of managers) of any meeting of the Company’s board of managers at which the Company’s board of directors is reasonably expected to discuss any Acquisition Proposal. (c) Each of the Company, the Representative and Parent, acknowledge that this Section 7.05 as a significant inducement for Parent to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to complete be paid in the issuance and sale of the Shares pursuant Merger or (ii) a failure to induce Parent to enter into this Agreement so long as this Agreement has not been terminatedAgreement.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) From the date hereof of this Agreement until the earliest earlier of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) Closing or the termination of this Agreement in accordance with Section 6.16its terms, the Company and its Affiliates shall not, and shall cause its Representatives not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) to, directly or indirectly, indirectly (1i) solicit, initiate, induce, knowingly facilitate, or knowingly encourage (including by means of furnishing any Company information or responding to any communicationdisclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiries or the makinginquiry, announcement or submission to the Company of any proposal or offer that constitutes(written or oral) to (A) acquire, in one transaction or a series of transactions, all or a substantial portion of any of the assets of any Group Company, the Equity Securities of any Group Company or the businesses of any Group Company (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), or could reasonably be expected to lead (B) make an equity or similar investment in any Group Company or their respective Affiliates (clause (A) or (B), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information to any Financing Proposal, (2) enter into, engage, continue or participate Person in any discussions or negotiations connection with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing an Acquisition Proposal, or ; (3iii) enter into any Definitive Transaction Agreement Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with respect a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Financing Proposal. Without limiting the foregoingGroup Company); or (v) otherwise cooperate in any way with, it is agreed that or assist or participate in, or facilitate or encourage any violation of the restrictions set forth in the preceding sentence effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company agrees to (x) notify Qell promptly upon receipt of any Acquisition Proposal by any Group Company, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), and (y) keep Qell fully informed on a current basis of any modifications to such offer or information. (b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Qell shall not, and shall cause its Representatives not to, directly or indirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) to (A) acquire, in one transaction or a series of transactions, all or a material portion of any of the assets of Qell, the Equity Securities of Qell or the businesses of Qell (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in Qell or their Affiliates (clause (A) or (B), an “Qell Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall be deemed to be a breach constitute an “Qell Acquisition Proposal” for the purposes of this Section 4.11 6.6(b) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Qell Acquisition Proposal; (iii) enter into any Contract regarding an Qell Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Company. Nothing in foregoing or seek to circumvent this Section 4.11 shall eliminate 6.6 or alter further an Qell Acquisition Proposal. Qell agrees to (x) notify the Company’s obligation under this Agreement Company promptly upon receipt of any Qell Acquisition Proposal by Qell, and to complete describe the issuance terms and sale conditions of any such Qell Acquisition Proposal in reasonable detail (including the Shares pursuant identity of any person or entity making such Qell Acquisition Proposal), and (y) keep the Company fully informed on a current basis of any modifications to this Agreement so long as this Agreement has not been terminatedsuch offer or information.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, During the period from the date hereof until of this Agreement through the earliest of (i) Closing or the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the earlier termination of this Agreement in accordance with Section 6.16Agreement, the Company and its Affiliates Seller shall not, and nor shall not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or it permit any of its Affiliates (“Representatives”) to, nor shall it authorize or knowingly permit any of its or its Affiliates’ respective Representatives to, directly or indirectly, : (1i) solicit, initiate, induce, knowingly facilitatefacilitate or encourage, or knowingly encourage (including by means of furnishing any Company information or responding to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate engage in any discussions or negotiations withwith any other person concerning, (a) any sale, lease, license, exchange, transfer, acquisition or purchase by any person other than Buyer or its Affiliates from any of Seller or its Affiliates of any equity securities of the Acquired Companies, (b) any merger, consolidation, business combination, reorganization, recapitalization, bulk or assumption reinsurance arrangement involving all or a significant portion of insurance liabilities, liquidation, dissolution or other similar transaction of the Acquired Companies with or into any person other than Buyer or its Affiliates, (c) any transfer of all or a significant portion of the Business or the assets of the Acquired Companies to any person other than Buyer or its Affiliates, (d) any issuance or sale of any debt or equity securities of the Acquired Companies to any person other than Buyer or its Affiliates, or (e) any other transaction having a similar effect to those described in clauses (a) – (d) (in each case, a “Competing Transaction”); provided that any transaction involving the sale or issuance of securities or assets of, or a merger or consolidation of, Seller or Interfinancial that excludes the Business shall not constitute a Competing Transaction; (ii) furnish or cause to be furnished, or grant access, to any person or entity, any non-public information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to concerning the business, propertiesoperations, assets, books properties or records assets of the Company or any Acquired Companies for the purpose of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate engaging in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, a Competing Transaction; or (3iii) enter into any Definitive Transaction Agreement with respect agreement, arrangement, or understanding conflicting with, or requiring it to any Financing Proposal. Without limiting abandon or terminate or fail to consummate, the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence transactions contemplated by any of the Company or its Affiliates shall be deemed to be a breach of this Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedAgreement.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, During the period from the date hereof until of this Agreement through the earliest of (i) Closing or the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the earlier termination of this Agreement in accordance with pursuant to Section 6.1610.01, the Company shall not take, shall cause its Stockholders and its Affiliates shall notSubsidiaries not to take, and shall not authorize cause or permit any of their respective officers, directors, officersemployees, employees and other advisors or representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) toto take, directly or indirectly, (1) any action to solicit, initiateencourage, induce, knowingly facilitate, initiate or knowingly encourage (including by means of furnishing any Company information or responding to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate engage in any discussions or negotiations with, or furnish provide any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries assistance to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to makePurchaser's Representatives), or has publicly announced an intention to makesolicit, encourage or initiate any proposal that constitutesor offer from any Person (other than the Purchaser and the Purchaser's Representatives), or could reasonably be expected to lead to, any Financing Proposal, or (3) enter into or consummate any Definitive Transaction Agreement with respect transaction, relating to or concerning any Financing Proposal. Without limiting the foregoing, it is agreed that any violation purchase of the restrictions set forth in the preceding sentence by Common Stock or any merger, recapitalization, share exchange or sale of assets of the Company or its Affiliates Subsidiaries or any similar transactions involving the Company (other than sales of assets expressly permitted pursuant to Section 7.01) or any other alternative to the transactions contemplated hereby (including assisting or participating in, or facilitating in any other manner, any effort or attempt by any Person to do or seek any of the foregoing) (collectively, an "Acquisition Proposal"). The Company shall be deemed notify the Purchaser orally (within one (1) Business Day) and in writing (as promptly as practicable, and in any event no later than three (3) Business Days) of all relevant terms of any inquiry or proposal by a third party to be a breach do any of the foregoing that the Company, its Stockholders or any of its Subsidiaries or any of their respective officers, directors, employees, advisors or representatives may receive relating to any of such matters. Immediately after the execution of this Section 4.11 by Agreement, the Company. Nothing Company shall, and shall cause its Stockholders and Subsidiaries and their officers, directors, employees, advisors or representatives to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and the Company shall notify each party that was, prior to the date of this Agreement, in this Section 4.11 shall eliminate discussion with the Company concerning an Acquisition Proposal that no longer seeks or alter requests the Company’s obligation under this Agreement making of any Acquisition Proposal, and withdraws any consent theretofore given to complete the issuance and sale making of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedany Acquisition Proposal.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) From the date hereof of this Agreement until the earliest earlier of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) Closing or the termination of this Agreement in accordance with Section 6.16its terms, the Company and its Affiliates shall not, and shall not authorize any of cause the other Group Companies and its and their respective directorsRepresentatives not to, officersdirectly or indirectly (i) accept, employees and initiate, respond to, encourage, entertain, solicit, negotiate, provide information or discuss other representatives acting on behalf and at offers for the direction direct or indirect sale, merger, transfer, IPO, business combination, debt or equity refinancing or recapitalization of the Company or any or all of its Affiliates (“Representatives”) to, directly or indirectly, (1) solicit, initiate, induce, knowingly facilitateSubsidiaries, or knowingly encourage (including by means of furnishing any Company information or responding to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutesmaterial portion of the securities, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books properties or records assets (other than sales of assets in the ordinary course of business) of the Company or any or all of its Subsidiaries toor any holding company or successor thereof (irrespective of how structured, organized or consummated), or otherwise cooperate enter into any agreement in principle, letter of intent or definitive agreement with respect to any of the foregoing (each such transaction prohibited by this sentence, an “Acquisition Proposal”), provided, that no financing transaction specifically described on Section 5.1(b)(v) of the Company Disclosure Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, and for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 5.5(a) or otherwise, (ii) furnish or disclose any non-public information to any Person in connection with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing an Acquisition Proposal, or (3iii) enter into any Definitive Transaction Agreement Contract regarding an Acquisition Proposal, (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company) or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.5(a) or further an Acquisition Proposal. The Company and the Sellers’ Representative agrees to (A) notify PTIC II promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep PTIC II fully informed on a current basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than PTIC II and its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any Financing such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Company Unitholder is a party, and shall promptly following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal. Without limiting , which written request shall instruct such Person to return or confirm (in writing) destruction of all such confidential information. (b) From the foregoing, it is agreed that any violation date of this Agreement until the earlier of the restrictions set forth Closing or the termination of this Agreement in accordance with its terms, PTIC II shall not, and shall cause its Representatives not to, directly or indirectly (i) issue or execute an indication of interest, memorandum of understanding, a letter of intent, or any other similar agreement with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination other than with respect to the preceding sentence transactions with the Company contemplated by this Agreement and the Ancillary Documents (each such transaction prohibited by this sentence, an “PTIC II Acquisition Proposal”), (ii) enter into any Contract regarding a PTIC II Acquisition Proposal or (iii) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.5(b) or further a PTIC II Acquisition Proposal; no financing transaction described on Section 5.1(b)(v) of the Company or its Affiliates Disclosure Schedules shall be deemed to be a breach constitute an “Acquisition Proposal” for the purposes of this Section 4.11 by 5.5(b) or otherwise, and, for the Company. Nothing in avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents nor any of the transactions contemplated hereby or thereby shall constitute a “PTIC II Acquisition Proposal” for the purposes of this Section 4.11 shall eliminate 5.5(b) or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedotherwise.

Exclusive Dealing. Except as expressly permitted (a) Immediately after the execution of this Agreement, the Company shall terminate and cease, and the Company shall cause the other Group Companies and their respective representatives to terminate and cease, all activities, discussions and negotiations that may then be ongoing by this Section 4.11, from the date hereof until the earliest any of them with any Person (iother than Purchaser and its Affiliates and their respective representatives) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) any Competing Transaction. From the execution of this Agreement by the Parties hereto until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 6.16its terms, the no Group Company and its Affiliates shall not, and shall not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) toshall, directly or indirectly, through any representative or otherwise, and shall not permit or authorize any such Person to, (1a) continue, solicit, initiate or knowingly encourage any proposal, inquiry or offer from any Person relating to any Competing Transaction or which would reasonably be expected to lead to any Competing Transaction, (b) conduct, participate in, initiate, induce, knowingly facilitatecontinue or otherwise facilitate any discussions or negotiations regarding, or knowingly encourage (including by means of furnishing any Company information or responding furnish to any communication)other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, any inquiries effort or attempt by any Person to effect a Competing Transaction, or (c) enter into or authorize the makingentry into any agreements or other instruments (whether or not binding) regarding a Competing Transaction. The Company shall, announcement and shall cause the other Group Companies, their respective Affiliates and their respective representatives to notify any such Person that it no longer seeks or submission requests a Competing Transaction, and withdraws any consent theretofore given to the making of a Competing Transaction. (b) The Company or Seller shall immediately (but in any event, within one Business Day) notify Purchaser in writing after receipt by any Group Company (or, to the knowledge of the Company, by any of the Group Companies’ representatives) of (i) any communication with respect to a Competing Transaction, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could would reasonably be expected to lead to, a Competing Transaction, (iii) any Financing Proposal, other notice that any Person is considering making a Competing Transaction or (3iv) enter into any Definitive Transaction Agreement with respect request for non-public information relating to any Financing Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by Group Company or for access to any of the properties, books or records of any Group Company by any Person or Persons other than Purchaser and its Affiliates shall be deemed to be a breach of this Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedrepresentatives.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) From the date hereof of this Agreement until the earliest earlier of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) Closing or the termination of this Agreement in accordance with Section 6.16its terms, TopCo and the Company and its Affiliates shall not, and each of them shall cause their Representatives not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) to, directly or indirectly, indirectly (1i) solicit, initiate, induce, knowingly facilitate, or knowingly encourage (including by means of furnishing any Company information or responding to any communicationdisclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiries or the makinginquiry, announcement or submission to the Company of any proposal or offer that constitutes(written or oral) to (A) acquire, in one transaction or could reasonably be expected to lead a series of transactions, all or a substantial portion of any of the assets of any Group Company or TopCo, at least 5% of the Equity Securities of any Group Company or TopCo or the businesses of any Group Company or TopCo (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in any Group Company or TopCo (clause (A) or (B), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information to any Financing Proposal, (2) enter into, engage, continue or participate Person in any discussions or negotiations connection with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing an Acquisition Proposal, or ; (3iii) enter into any Definitive Transaction Agreement Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with respect a public offering of any Equity Securities of any Group Company or TopCo (or any successor to or parent company of any Financing Proposal. Without limiting the foregoingGroup Company); or (v) otherwise cooperate in any way with, it is agreed that or assist or participate in, or facilitate or encourage any violation of the restrictions set forth in the preceding sentence effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company and TopCo agree to (x) notify Parent promptly upon receipt of any Acquisition Proposal by TopCo or any Group Company, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), and (y) keep Parent fully informed on a current basis of any modifications to such offer or information. (b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent shall not, and shall cause its Representatives not to, directly or indirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) to (A) acquire, in one transaction or a series of transactions, all or a material portion of any the assets of Parent, the Equity Securities of Parent or the businesses of Parent (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in Parent or their Affiliates (clause (A) or (B), an “Parent Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall be deemed to be a breach constitute an “Parent Acquisition Proposal” for the purposes of this Section 4.11 6.6(b) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Parent Acquisition Proposal; (iii) enter into any Contract regarding a Parent Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the Company. Nothing in foregoing or seek to circumvent this Section 4.11 shall eliminate 6.6 or alter further a Parent Acquisition Proposal. Parent agrees to (x) notify the Company’s obligation under this Agreement Company promptly upon receipt of any Parent Acquisition Proposal by Parent, and to complete describe the issuance terms and sale conditions of any such Parent Acquisition Proposal in reasonable detail (including the Shares pursuant identity of any person or entity making such Parent Acquisition Proposal), and (y) keep the Company fully informed on a current basis of any modifications to this Agreement so long as this Agreement has not been terminatedsuch offer or information.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) During the date hereof until the earliest of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the termination of this Agreement in accordance with Section 6.16Pre-Closing Period, the Company and its Affiliates shall not, and shall cause its Representatives and the Group Companies not authorize to, directly or indirectly: (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or any of securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this ‎Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this ‎Section 5.8(a) or further an Acquisition Proposal. Notwithstanding the foregoing, subject to Section 5.1, nothing in this Section 5.8(a) shall prohibit or restrict the Company from (x) raising bridge financing in the form of equity securities, convertible debt or SAFE Agreements of the Company or (y) consummating the Hyros Acquisition. The Company agrees to (A) notify 7GC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of it, any other Group Company or any other Person of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep 7GC reasonably informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective directorsRepresentatives not to) conduct any further discussions with, officersprovide any information to, employees or enter into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other representatives acting on behalf than 7GC and at its Representatives) that may be ongoing with respect to an Acquisition Proposal and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal in any agreement to which it or any Pre-Closing Holder is a party, and shall promptly following the direction of date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Affiliates Representatives provided confidential information of a Group Company in connection with an Acquisition Proposal, which written request shall instruct such Person to return or confirm (“Representatives”in writing) destruction of all such confidential information. (b) During the Pre-Closing Period, the 7GC Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly, : (1i) solicitaccept, initiate, inducerespond to, knowingly facilitateencourage, entertain, solicit, negotiate, provide information with respect to or knowingly encourage (including by means discuss other offers from any Person or group of furnishing Persons other than any Company information or responding to any communication), any inquiries or the making, announcement Group Companies or submission to the Company of any proposal or offer Hyros that constitutes, may constitute or could reasonably be expected to lead to any Financing Proposal, a 7GC Competing Transaction; (2ii) enter into, engageparticipate in, continue or participate in otherwise engage in, any discussions or negotiations with any Person other than any or the Group Companies or Hyros regarding a 7GC Competing Transaction, (iii) furnish or disclose any non-public information to any Person other than any or the Group Companies or Hyros in connection with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, or a 7GC Competing Transaction; (3iv) enter into any Definitive Contract regarding a 7GC Competing Transaction; (v) approve, endorse or recommend any 7GC Competing Transaction; (vi) enter into a 7GC Competing Transaction Agreement or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a 7GC Competing Transaction or publicly announce an intention to do so; or (vii) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(b) or further an Acquisition Proposal. 7GC agrees to (A) notify the Company promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any 7GC Competing Transaction of which it is aware, and to describe the terms and conditions of any such 7GC Competing Transaction in reasonable detail (including the identity of the Persons making such 7GC Competing Transaction unless otherwise restricted by confidentiality obligations), (B) keep the Company reasonably informed on a current basis of any material modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. 7GC shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than any of the Group Companies or Hyros and their Representatives) that may be ongoing with respect to a 7GC Competing Transaction and terminate any Financing Proposalsuch Person’s and such Person’s Representative’s access to any electronic data room. Without limiting 7GC shall promptly following the foregoing, it is agreed that date hereof send a written request (email being sufficient) to any violation of the restrictions set forth in the preceding sentence by Person to whom 7GC or any of its Representatives provided confidential information of a 7GC or the Sponsor in connection with a 7GC Competing Transaction, which written request shall instruct such Person to return or confirm (in writing) destruction of all such confidential information. For purposes of this Agreement, “7GC Competing Transaction” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination other than with respect to the transactions with the Company or its Affiliates shall be deemed to be a breach of this Section 4.11 contemplated by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete and the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedAncillary Documents.

Exclusive Dealing. (a) Except as expressly permitted by in connection with this Section 4.11Agreement, from the date hereof until Ancillary Documents or the earliest of (i) transactions contemplated hereby or thereby, during the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the termination of this Agreement in accordance with Section 6.16Interim Period, the Company and its Affiliates shall not, and shall cause its Representatives and Affiliates not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“Representatives”) to, directly or indirectly, indirectly (1i) solicit, initiate, induce, knowingly facilitate, or knowingly encourage (including by means of furnishing any Company information or responding to any communicationdisclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiries or the makinginquiry, announcement or submission to the Company of any proposal or offer that constitutes, (written or could reasonably be expected oral) with respect to lead to any Financing a Company Acquisition Proposal, (2ii) enter into, engage, continue furnish or participate in disclose any discussions or negotiations withnon-public information to any Person (other than to the Parties and their respective Affiliates and Representatives), or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or otherwise afford access to the business, properties, assets, books assets or records personnel of the Company or any of its Subsidiaries toSubsidiaries, in each case, in connection with, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could would reasonably be expected to lead to, any Financing a Company Acquisition Proposal, or (3iii) enter into any Definitive Transaction Agreement Contract or other arrangement or understanding regarding a Company Acquisition Proposal, (iv) prepare or take any steps in connection with a public offering of any Equity 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 knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. (b) The Company shall (i) notify CPUH promptly upon receipt of any Company Acquisition Proposal by the Company or Pubco, describing the terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Person(s) making such Company Acquisition Proposal, unless the Company is bound by any confidentiality obligation entered into prior to the date hereof prohibiting the disclosure of such identity), and (ii) keep CPUH fully informed on a current basis of any modifications to such offer or information. (c) Except in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby (including the PIPE Financing), during the Interim Period, the CPUH Parties shall not, and each of them shall direct their Representatives not to, directly or indirectly (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a CPUH Acquisition Proposal, (ii) furnish or disclose any Financing Proposal. Without limiting non-public information to any Person (other than to the foregoingParties and their respective Affiliates and Representatives), it is agreed that any violation or otherwise afford access to the business, properties, assets or personnel of the restrictions set forth CPUH Parties, in the preceding sentence each case, in connection with, or that would reasonably be expected to lead to, a CPUH Acquisition Proposal, (iii) enter into any Contract or other arrangement or understanding regarding a CPUH Acquisition Proposal, (iv) prepare or take any steps in connection with an offering of any securities of any CPUH Party (or any Affiliate or successor of any CPUH Party), or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. CPUH agrees to (A) notify the Company promptly upon any CPUH Party obtaining any CPUH Acquisition Proposal, and to describe the terms and conditions of any such CPUH Acquisition Proposal in reasonable detail (including the identity of any Person making such CPUH Acquisition Proposal, unless any CPUH Party is bound by any confidentiality obligation entered into prior to the date hereof prohibiting the disclosure of such identity), and (B) keep the Company reasonably informed on a reasonably current basis of any modifications to such offer or its Affiliates shall be deemed to be a breach of this Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminatedinformation.

Exclusive Dealing. Except as expressly permitted by this Section 4.11, from (a) From the date hereof of this Agreement until the earliest earlier of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) Closing or the termination of this Agreement in accordance with its terms, except as set forth on Section 6.165.8 of the Company Schedules, the Company and its Affiliates shall not, and shall not authorize any of their cause its controlled Affiliates, and its and such controlled Affiliates’ respective directors, officers, employees employees, accountants, consultants, advisors, attorneys and other representatives agents acting on behalf of the Group Companies not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of the Company or any or all of its Subsidiaries, or any securities, business, properties or assets of the Company or any or all of its Subsidiaries, in each case, that would require the Company to abandon the transactions contemplated hereby (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement, nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby or any of the matters set forth on Section 5.8 of the Company Schedules shall constitute an “Acquisition Proposal” for the purposes of this Section 5.8(a) or otherwise); (ii) furnish or disclose any non-public information of the Group Companies to any Person in connection with an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 5.8(a) or further an Acquisition Proposal; provided, that nothing herein shall restrict the Company Board from changing its recommendation to the Pre-Closing Holders of Company Stock in favor of the approval and adoption of this Agreement and the Merger prior to the date on which the Written Consent is delivered if, following the receipt of a Superior Proposal by the Company, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to so change its recommendation as a result of such Superior Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (a “Company Change in Recommendation”); provided, further, that the Company (to the extent lawful and reasonably practicable) shall first provide STPC at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation. The Company agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal that it or any other Group Company receives and to describe the direction terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, provide any information to, or enter into negotiations with such Persons. The Company shall immediately cease and cause to be terminated any discussions or negotiations with any Persons (other than STPC and its Representatives) that may be ongoing with respect to an Acquisition Proposal as of the date hereof and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. (b) Notwithstanding (i) any Company Change in Recommendation, (ii) the making of any Acquisition Proposal or (iii) anything to the contrary contained herein, unless this Agreement has been validly terminated in accordance with Section 7.1 prior to taking any of the following actions, (A) in no event shall the Company or any of the Group Companies execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement with respect to an Acquisition Proposal, (B) the Company shall otherwise remain subject to the terms of this Agreement, including the Company’s obligation to take all actions necessary to cause the Written Consent to be duly executed and delivered and to otherwise solicit the Required Company Shareholder Approval in accordance with Section 5.15, and (C) the Company shall not release any third party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal, in any agreement to which it or any of its Subsidiaries is a party, and, with respect to any Acquisition Proposal involving the sale of more than 50% of the voting securities of the Company or 50% or more the consolidated net revenue, net income or assets of the Company and its Subsidiaries, shall as promptly as practicable following the date hereof send a written request (email being sufficient) to any Person to whom the Company or any of its Affiliates Representatives provided confidential information of a Group Company in connection with such an Acquisition Proposal in the last two years, which written request shall instruct such Person to return or confirm (“Representatives”in writing) todestruction of all such confidential information. (c) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the STPC Parties shall not, and each of them shall cause their Representatives not to on behalf of the STPC Parties, directly or indirectly, : (1i) solicitaccept, initiate, inducerespond to, knowingly facilitateencourage, solicit, negotiate, provide information with respect to or discuss other offers with respect to any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with any Person other than the Company and its Representatives (each, a “STPC Proposal”), (ii) issue or execute any Contract, indication of interest, memorandum of understanding, letter of intent, or knowingly encourage (including by means of furnishing any Company information or responding other similar agreement with respect to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing a STPC Proposal, (2iii) enter into, engagecommence, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way in connection with a STPC Proposal, or (iv) commence, continue or renew any due diligence investigation regarding a STPC Proposal. STPC agrees to (A) notify the Company promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any STPC Proposal that it receives and to describe the terms and conditions of any such STPC Proposal in reasonable detail (including the identity of the Persons making such STPC Proposal), (B) keep the Company reasonably informed on a reasonably current basis of any modifications to such offer or information and (C) not (and to cause its Representatives not to) conduct any further discussions with, or furnish provide any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, enter into negotiations with such Persons. STPC shall immediately cease and cause to be terminated any discussions or participate in negotiations with any effort by, any Person Persons (other than the Purchaser Company and its AffiliatesRepresentatives) that has mademay be ongoing with respect to a STPC Proposal as of the date hereof and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Notwithstanding anything to the contrary, has informed the Company foregoing shall not restrict STPC’s Affiliates (including Affiliates of Sponsor) in any way with respect to the pursuit of any intention transaction by such Affiliates not related to make, STPC. (d) Notwithstanding (i) the making of any inquiry or has publicly announced an intention proposal with respect to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, a STPC Proposal or (3ii) anything to the contrary contained herein, unless this Agreement has been validly terminated in accordance with Section 7.1, (A) in no event shall STPC or Merger Sub execute or enter into any Definitive Transaction Agreement with respect agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Financing Proposal. Without limiting STPC Proposal or terminate this Agreement in connection therewith, and (B) STPC and Merger Sub shall otherwise remain subject to the foregoingterms of this Agreement, it is agreed that any violation including STPC’s obligation to use reasonable best efforts to obtain the approval of the restrictions set forth Transaction Proposals at the STPC Shareholders Meeting in the preceding sentence by any of the Company or its Affiliates shall be deemed to be a breach of this accordance with Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminated5.10.