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. (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. 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. (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 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 that constitutes, or could reasonably be expected to result in or lead to, any Business Combination Proposal, (iii) approve, endorse or cooperate 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 way Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. Parent also agrees that, immediately following the execution of this Agreement, it and the Sponsor shall, and shall cause each of their respective Subsidiaries and its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination Proposal or any inquiry or request for information that would otherwise could reasonably be expected to lead to, any Alternative Transaction or (C) commenceresult in, 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)Business Combination Proposal. 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 Parent also agrees that it will promptly within five (5) Business Days of the execution of this Agreement, Parent shall request each person 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 a Business Combination Proposal (and with whom Xxxxxx has had contact in the Company twelve (12) months prior to the date of this Agreement regarding a Business Combination Proposal) to return or destroy all Confidential Information confidential information furnished to such person Person by or on behalf of it, him it or her any of its Subsidiaries prior to the date hereof. If hereof in accordance with the Company terms of the confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction 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 two (12) Business Day Days after the Company become such party becomes aware of such inquiry or proposal) notify such person 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. 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 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 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 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 and after the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementhereof, the Company Seller shall not, and shall direct cause its Representatives Affiliates not to, directly or indirectly, (Aa) initiate, solicit, negotiate withfacilitate, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, discuss, negotiate or accept any proposal ofinquiries, proposals or offers with respect to (i) the acquisition, in a single transaction or a series of related transactions, of any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the outstanding shares of any class or series of equity securities or debt securities of Seller, the Company or any of its Subsidiaries or any interests therein, (ii) the acquisition (or assets any lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of a material portion of the Companyassets and properties of Seller, whether by the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, sale consolidation or combination of stockSeller, sale the Company or any of assetsits Subsidiaries or (iv) the recapitalization, business combination restructuring, reorganization, liquidation, dissolution or otherwise other extraordinary transaction with respect to Seller, the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Alternative Acquisition Transaction”), or (Bb) enter into any contract or agreement regardingconcerning or relating to an Acquisition Transaction, continue in each case with a party other than Buyer or otherwise participate in any discussions regardingan Affiliate of Buyer. In the event that Seller receives an inquiry, proposal or offer with respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, or furnish obtains information that such an inquiry, proposal or offer is likely to be made, Seller shall provide Buyer with immediate notice thereof, which notice shall include the terms of, and the identity of the person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any person and all discussions or negotiations with any information third party with respect to, or cooperate in any way that would otherwise could reasonably be expected to lead to, any Alternative Transaction or (C) commencean Acquisition Transaction. Prior to the Closing, 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 Seller shall not be deemed a violation transfer, dispose 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 put an Encumbrance on 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 equity securities 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 7.05Subsidiaries.

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 In consideration of the substantial expenditure of time, effort and expense undertaken by the Buyer in connection with its due diligence efforts and the preparation, negotiation and execution of this Agreement, from and after the date of this Agreement and ending on hereof through the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement pursuant to Article 8, no Seller, any Affiliate thereof (including any Company Entity or any director, officer or employee of the same) or any financial or other advisor of a Seller or a Company shall not, and shall direct its Representatives not toEntity shall, 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 regardinginto, continue or otherwise participate in any discussions or negotiations regarding, except as required or permitted herein, furnish to any Person any information regarding, or furnish take any action to solicit, initiate, encourage or facilitate the making or submission of any person proposal or offer from any information with respect toPerson relating to the acquisition, directly or cooperate indirectly, of any Company Entity, the Business or, other than in any way that would otherwise reasonably be expected to lead tothe Ordinary Course of Business, any Alternative Transaction or (C) commencematerial assets of the Business, 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 other than in connection with the consummation of the Transactions shall not be deemed a violation of transactions under this Section 7.05(a)Agreement. The Company shallSellers hereby confirm to the Buyer that, as of the date hereof, all discussions, negotiations and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations other activities 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 Person by or on behalf of it, him the Sellers of any Company Entity or her prior otherwise with respect to the date hereof. If Business or, other than in the Company Ordinary Course of Business, assets of the Business, have been terminated and that none of the Sellers or any Company Entity has any obligation to sell to or discuss with any other Person the sale of, or other transaction involving the Business. The Sellers shall notify the Buyer of its Representatives receives any inquiry or proposal received by the Sellers or any Company Entity with respect to an Alternative Transaction at any time prior such transaction within 24 hours of receipt or awareness of the same. The Sellers agree that the rights and remedies for noncompliance with this Section 5.8 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 Closing, then the Company shall promptly (Buyer 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 money damages would not provide an exclusivity agreement with respect adequate remedy 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 7.05Buyer.

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 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 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 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 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. Prior to the Closing Date the Company will refrain, and cause its Affiliates, officers, directors, employees, agents and other representatives (aincluding without limitation any brokers, legal counsel, accountants, or financial advisors of the Company) From the date of this Agreement and ending on the earlier of to refrain, from directly or indirectly (x) making any offer or proposal to any Person or entering into any contract with any Person to (i) sell, issue or otherwise transfer any capital stock of the Closing Company (other than pursuant to equity plans of the Company in effect on the date hereof (without giving effect to any amendment thereof after the date hereof)) (the "Existing Equity Plans") to officers, directors and employees of the Company and its Subsidiaries); or (ii) sell or otherwise transfer any material assets or properties of the termination Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; (y) entertaining, soliciting, encouraging, accepting, negotiating or otherwise holding substantive discussions (and shall immediately cease any such actions currently underway with any Persons other than the Purchasers) regarding any offer or proposal from any Person to (i) purchase or otherwise acquire any of the capital stock of the Company; or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; or (z) providing any non-public information regarding the Company to any Person in connection with a transaction of the type described in subsections (i), (ii) and (iii) above; provided that notwithstanding anything to the contrary in this AgreementSection 6.6, the Company shall notmay consider, negotiate, approve and shall direct its Representatives not torecommend to the Shareholders of the Company any unsolicited offers or proposals for an acquisition, directly by merger, amalgamation consolidation, tender offer or indirectlyotherwise, (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 assets or assets outstanding Common Shares of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise Company (an “Alternative Transaction”"Unsolicited Proposal"), (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, further, that unless this Agreement is terminated pursuant to Section 9.1, no such actions shall affect the execution, delivery and performance obligations of the Company under this Agreement (including without limitation the obligation of the Board of Directors of the Company to recommend to the shareholders of the Company the consummation of the transactions contemplated by this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(aother Operative Documents). The Company shallFurther, 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 itsany Unsolicited 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 Affiliate thereof, may enter into a confidentiality agreement with, and provide any inquiry non-public information regarding the Company to, any Person in connection with any such Unsolicited Proposal. If any such offer or proposal with respect is made to an Alternative Transaction at or received from 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 clarityPerson, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction will promptly advise such Person by written notice of the terms of this Section 7.056.6 and will promptly deliver a copy of such notice to the Purchasers.

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 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. (a) From During the date of this Agreement Interim Period, and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementin all cases subject to Section 5.1, the Company shall not, and shall direct cause its Representatives and each Company Subsidiary not to, directly or indirectly, : (Ai) solicit, negotiate withinitiate or take any action to facilitate or encourage any inquiries or the making, provide any nonpublic information regarding the Company’s business, submission or enter into any Contract with, or in any manner knowingly encourageannouncement of, any proposal of, or offer from any person (Person or group of Persons other than BCAC Parent and its affiliatesParent Sponsor (and their respective Representatives, acting in their capacity as such) relating (a “Competing Buyer”) that may constitute, or could reasonably be expected to lead 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 Competing Transaction; (an “Alternative Transaction”), (Bii) enter into any agreement regardinginto, participate in, continue or otherwise participate in engage in, any discussions regardingor negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to any Group Company or any of its assets or businesses, or furnish afford access to the assets, business, properties, books or records of any person any information Group Company to a Competing Buyer, for the purpose of assisting with respect toor facilitating, or cooperate in any way that would could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Competing Transaction; (v) approve, endorse, recommend, 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 relating to any Competing Transaction or any proposal or offer that would reasonably be expected to lead to a Competing Transaction, or publicly announce an intention to do so; or (Cvi) commence, continue resolve or renew agree to 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 foregoing or otherwise authorize or permit any of this Section 7.05(a)its Representatives acting on its behalf to take any such action. The Company shall, and shall direct its Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative 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 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(a5.18(a) by the Company or its Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a5.18(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 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 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 the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) the Date or termination of this AgreementAgreement in accordance with its terms, the Company shall not, and shall direct its Representatives cause the Subsidiaries and their respective officers, directors, employees, agents, partners, Affiliates and other representatives not to, directly or indirectly, (A) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, assist or respond to the submission of any proposal ofor offer from any Person relating, with respect to the Company or any person Subsidiary, to any (other than BCAC and its affiliatesa) relating to a potential liquidation, dissolution or recapitalization, (b) merger or consolidation, (c) 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 of the Company, whether by merger, sale of stock, sale of assets, any Subsidiary or (d) 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 other Person 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, facilitate or encourage, any Alternative effort or attempt by any Person to pursue or effect a Competing Transaction or (C) commence, continue or renew enter into any due diligence investigation regarding any Alternative agreement with respect to a Competing 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 cause all Persons acting on its Representatives behalf to, (i) 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, (ii) not make any other filings with the SEC other than in connection with withdrawing the Registration Statement, which it may elect to do at its option, and (iii) immediately cease all marketing activities in connection with the contemplated initial public offering of equity securities of the Company. 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 the parties hereto Parent and Merger Sub 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, other than pursuant to the offering contemplated by the Registration Statement) to promptly 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 7.05information.

Exclusivity. (a) From In consideration of the date substantial expenditures of time and expense to be undertaken by Buyers in connection with the consummation of the transactions contemplated by this Agreement and Agreement, for a period ending on the earlier of (ia) the Closing and September 30, 2014, (iib) the termination of this AgreementAgreement or (c) the Second Closing, Sellers and the Equity Owner shall deal exclusively with Buyers with respect to the sale of the Purchased Assets, 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 businessBusiness, or enter into any Contract withthe issuance of the equity interests of, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition the sale of all or substantially all of the assets or properties of, Sellers. In addition, during such time period, Sellers shall not, and shall direct their officers, directors, financial advisors, accountants, attorneys, and other Affiliates (collectively, together with Sellers and the Equity Owner, the "Selling Group") not to (a) solicit submission of proposals or offers from any Person other than Buyers (or their Affiliates) relating to any acquisition or purchase of all or any part of the equity interests, assets or properties of Sellers, the sale or issuance of any equity interests of Sellers or any entity formed by the Equity Owner or any Affiliate thereof to which any of the equity interests or any assets or properties of the CompanyBusiness may be contributed, whether or any merger or consolidation of any Seller or of any entity formed by mergerthe Equity Owner or its Affiliates to which any assets or properties of the Business may be contributed (each an "Acquisition Proposal"); provided, sale however, in no event shall the foregoing prohibit Sellers or the Equity Owner (or their Affiliates) from selling the assets and businesses of stockXxxxxxx Lubricant Works, sale of assetsLLC or CAM2 International, business combination LLC, (b) participate in any discussions or negotiations regarding, or furnish any information to any Person other than Buyers (and its representatives), or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any Person other than Buyers or (an “Alternative Transaction”), (Bc) enter into any agreement regardingor understanding, continue whether oral or otherwise participate in any discussions regardingwritten, 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 prevent the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)transactions contemplated hereby. The Company shallEquity Owner and Sellers agree to (w) notify Buyers immediately if any member of the Selling Group receives any indication of interest, request for information, or offer in respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Sellers and the Business are bound by an exclusivity arrangement (without any reference to Buyers or its respective Affiliates), (y) communicate to Buyers in reasonable detail the terms of any such indication, request, or proposal, and shall direct its Representatives to, immediately cease any and (z) provide to Buyers copies of all existing discussions or negotiations with any person conducted heretofore with respect written communications relating to any Alternative Transactionsuch indication, request, or proposal. The Company also agrees Except as provided in the proviso contained in this paragraph above, the Equity Owner and Sellers represent that it will promptly request each person (other than no member of the parties hereto and their respective Representatives) that has prior Selling Group is a party to the date hereof executed a confidentiality or bound by any 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 Acquisition Proposal other 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 under 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. During the Pre-Closing Period, the Company shall, and shall cause the Company Subsidiaries and its and their respective directors, officers, partners, members, managers, trustees, 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, any of this Agreement and ending on the earlier Company Subsidiaries or the Business, whether by way of 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 (ian “Alternative Transaction”) and, without the Closing and (ii) prior consent of the termination of this AgreementPurchaser, the Company shall not, and shall direct its cause the Company Subsidiaries and 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 any Alternative Transaction; (b) provide information or substantially all of the equity interests or assets of documentation to any other Person with respect to the Company, whether by merger, sale any of stock, sale the Company Subsidiaries or any of assets, business combination or otherwise (an “their respective assets in respect of any Alternative Transaction”), ; or (Bc) 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 Subsidiaries and 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 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 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 Until the earlier of (ix) 5:00 p.m. New York City time on February 5, 2019 or (y) the Closing and execution of definitive documentation regarding the Transaction (ii) the termination such period of this Agreementtime, the "Exclusivity Period"), neither the Company shall notnor the Shareholders will, and shall direct its nor will any of them authorize or permit any of their respective Representatives not (as defined below) to, directly or indirectly, (Ai) initiate, solicit, negotiate withor take any action to knowingly facilitate or encourage any inquiries, provide any nonpublic information regarding the Company’s businessdiscussions, proposals or offers that may constitute, or enter into any Contract withcould reasonably be expected to result in, or in any manner knowingly encourage, any proposal of, any person an Alternative Transaction (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”as defined below), (Bii) continue, propose, enter into any agreement regardinginto, continue engage in or otherwise participate in any negotiations or discussions regardingwith any person or group of persons (other than Scorpio and its Representatives) regarding an Alternative Transaction, other than to notify such person or group of persons that such Party is contractually bound to forego any such discussions or negotiations, (iii) furnish any non-public information relating to or in connection with or afford access to the assets, business, properties, books or records or Representatives of the Company or its subsidiaries and other affiliates to any person any information or group of persons with respect toto inquiries, discussions, proposals or offers that constitute, or cooperate in any way that would otherwise could reasonably be expected to lead toresult in, any an Alternative Transaction Transaction, or (Civ) commenceauthorize, continue recommend, endorse, propose or renew enter into any due diligence investigation regarding any confidentiality agreement, term sheet, letter of intent, purchase agreement or other agreement, arrangement or understanding relating to an Alternative Transaction; provided, that the execution, delivery and performance . Immediately upon execution of this Agreement Agreement, (a) the Company, the Shareholders and the Transaction Documents their respective Representatives shall cease and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shallcause any solicitations, 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 or group of persons (other than the parties hereto with Scorpio 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 may be ongoing with respect to an Alternative Transaction at to be terminated and (b) refrain from extending any time prior data-room or other due diligence, including any document related, access to any person in connection with an Alternative Transaction. If during the Closing, then Exclusivity Period the Company shall or a Shareholder receives an offer or expression of interest concerning an Alternative Transaction, the receiving Party will promptly (notify the other Parties in writing. The Company and in no event later than one (1) Business Day after the Company become aware Shareholders represent that neither it nor any of such inquiry its affiliates is party to or proposal) notify such person in writing that the Company is subject to an exclusivity bound by any 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 other than under this Section 7.05Agreement.

Exclusivity. (a) From the date of this Agreement and ending on until the earlier to occur of (i) the Closing CLOSING and (ii) the termination of this AgreementAgreement in accordance with its terms, XXXXXX and the Company SHAREHOLDERS shall not, and shall direct ensure that none of its AFFILIATES or their respective Representatives not to, directly or indirectly, : (Aa) solicit, negotiate initiate, seek or encourage any inquiry, offer or proposal from; (b) initiate or participate in any discussions or negotiations with; (c) furnish any information or documentation to; or, provide (d) accept any nonpublic information regarding the Company’s business, offer from or enter into any Contract agreement or understanding with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC PEÑOLES and its affiliatesRepresentatives) relating to a potential acquisition of all any (i) sale or substantially all disposition of the equity interests or assets of the Company, CONCESSIONS whether by merger, way of sale of stockassets or shares of XXXXXX or other amalgamation, consolidation, recapitalization or other business combination transaction involving XXXXXX; or, (ii) amalgamation, consolidation, recapitalization, sale of assets, sale of equity interests or other business combination involving any of the SHAREHOLDERS that would reasonably be expected to delay or otherwise preclude completion of the transactions contemplated by this Agreement (in either case, 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 . XXXXXX 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 cause its AFFILIATES and their respective Representatives to, : (i) immediately cease any and cause to be terminated all existing discussions discussions, negotiations or negotiations other activities with any other person conducted heretofore prior to the date hereof with respect to any Alternative Transaction. The Company also agrees that it will ; and, (ii) promptly request each the return of all confidential information provided to any other person (pursuant to a confidentiality agreement or otherwise in connection with any such discussions, negotiations or other than activities. XXXXXX and the parties hereto and SHAREHOLDERS shall immediately notify PEÑOLES in writing upon receipt by any of them, any of its AFFILIATES or any of 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 offer or proposal with respect to regarding an Alternative Transaction at any time prior to the ClosingTransaction, then the Company which notice 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 indicate the identity of the person making such inquiry offer or proposal. Without limiting proposal and 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 material terms of this Section 7.05and conditions thereof.

Exclusivity. (a) From the date of this Agreement and ending on until the Closing or the earlier of (i) the Closing and (ii) the valid termination of this AgreementAgreement in accordance with Article 9, neither the Company shall notnor Navistar shall, and each of the Company and Navistar shall direct cause its Representatives Affiliates and its and their Representative Parties and the other Subject Companies not to, directly or indirectly, (Aa) take any action to encourage, solicit, negotiate withfacilitate or initiate the submission of, or engage in any discussions or negotiations with respect to, any proposal or offer from, or provide any nonpublic information regarding the Company’s businessto, any Person relating to, or enter into any Contract withinto, negotiate, engage in discussions or negotiations regarding, or in any manner knowingly encourageconsummate, any proposal oftransaction relating to, any person or which could reasonably be expected to lead to (other than BCAC and its affiliatesi) relating to a potential the direct or indirect sale, disposition, acquisition or transfer of all or substantially all a material portion of the equity interests or assets Assets of the CompanyDefense Business or Equity Interests of the Subject Companies (including through an asset sale, whether by mergerlease, license, equity sale, equity issuance, merger or otherwise, but excluding the sale of stockinventory in the ordinary course of business), sale or (ii) any other restructuring, recapitalization or other modification of assetsany Subject Company’s or the Defense Business’s structure or ownership (each, business combination or otherwise (an “Alternative Acquisition 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, knowingly facilitate, or cooperate assist in any way that would otherwise reasonably be expected to lead tomanner, or participate in any effort or attempt by, any Alternative Transaction Person to do or (C) commence, continue or renew seek 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 and Navistar shall, and shall direct each cause its Representatives Affiliates and its and their Representative Parties and the Subject Companies to, immediately cease and 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 and their respective RepresentativesInvestor) that has prior relate to the date hereof executed a any Acquisition Transaction. Subject to any confidentiality agreement obligations 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 effect on behalf of it, him or her prior to the date hereof. If , in the event that any Subject Company or Navistar or its Affiliates or any of its Representatives their respective Representative Parties receives any inquiry an inquiry, contact, proposal, request for non-public information or proposal offer with respect to an Alternative Acquisition Transaction at any time on or after the date hereof and prior to the Closing, then whether unsolicited or as a result of prior solicitations or discussions, the Company or Navistar 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 provide Investor with respect to the sale of the Company that prohibits it from considering such inquiry or proposalprompt notice thereof, 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 which notice shall include the identity of the person making such inquiry inquiry, contact, proposal, request or offer and the material terms of such inquiry, proposal, contact, request or offer. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by Navistar and the Company shall, and shall cause their respective Affiliates and the other Subject Companies and its and their Representative Parties to immediately terminate the access of any Person (other than Investor, its Affiliates or its Representatives shall be deemed or their Representative Parties) to be a breach of this Section 7.05(athe Data Room and any other data room (virtual or actual) by containing non-public information concerning the Company. For clarity, Subject Companies or the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05Defense Business.

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. (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 GigCapital2 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(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 GigCapital2 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. (a) From DK and SBT. Until the date of Closing occurs or this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall notis terminated in accordance with its terms, and except in connection with the Transactions, neither DK nor SBT will (and each shall direct cause its Subsidiaries and controlled Affiliates and their respective Representatives not to not), solicit, initiate, negotiate, agree to, directly engage in or indirectly, (A) solicit, negotiate with, provide renew any nonpublic information regarding the Company’s businesscontact concerning any proposal or offer, 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 contact that would otherwise reasonably be expected to lead toresult in a proposal or offer, from any Alternative Transaction Person relating to any of the following involving such party and its Subsidiaries (but excluding any intra-group transaction): (a) a liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) a sale of any of the material assets (or any material portion of its assets) of, or any equity interest in, such party or any of its Subsidiaries, except for the sale of assets in the ordinary course of business consistent with past practice or as explicitly contemplated in this Agreement, (d) any transaction similar to any of the transactions described in sub-sections (a) through (c) or business combination outside the ordinary course of business, or (Ce) commenceany financing, continue investment, acquisition, purchase, merger, sale or renew any due diligence investigation regarding any Alternative Transaction; providedother similar transaction that would restrict, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of prohibit or inhibit such party’s ability to consummate the Transactions shall not be deemed a violation of this Section 7.05(a(each, an “Alternative Acquisition”). The Company shallEach of DK, SBT and their Affiliates and their respective directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants, or other representatives shall direct its Representatives to, immediately cease any and cause to be terminated 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 itsAcquisition, 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 that may reasonably be expected to result in an Alternative Acquisition, request the prompt return or destruction of all confidential information previously furnished with respect to an Alternative Transaction at any time prior Acquisition (except to the Closingextent required by Law or internal compliance policies or procedures) and immediately terminate all physical and virtual data room access previously granted to any Person with respect to an Alternative Acquisition. Each of DK and SBT shall notify DEAC promptly (and in any event within one (1) Business Day) orally and in writing after such Party (or any of its directors, then officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants or other representatives) receives any proposal for an Alternative Acquisition or any request that is received after the Company date of this Agreement from any Person for non-public information relating to DK or SBT (as applicable) or for access to the business, properties, assets, books or records of DK or SBT (as applicable), in each case, related to an Alternative Acquisition, and such notice shall identify the third party making, and details of the material terms and conditions of, any such proposal for an Alternative Acquisition or request, and each of DK or SBT (as applicable) shall notify DEAC promptly (and in any event within one (1) Business Day) of any material amendments or proposed amendments as to price and other material terms thereof. Furthermore, each of DK and SBT shall promptly (and in no any event later than within one (1) Business Day Day) after receipt or delivery thereof, provide DEAC (or its outside counsel) with copies of all material transaction agreements accompanying such proposal for an Alternative Acquisition or request (including any written, or electronic material to the Company become extent such material contains any financial terms, conditions or other material terms relating to any proposal for an Alternative Acquisition, including the financing thereof). Each of DK and SBT acknowledges and agrees that it is aware, and that such Party and each of its Affiliates and representatives is aware (or upon receipt of any material nonpublic information of DEAC, will be advised), of the restrictions imposed by the United States federal securities Laws and other applicable foreign and domestic Laws on Persons possessing material nonpublic information about a public company. Each of DK and SBT hereby agree, for itself and on behalf of each of its Affiliates and representatives, that while any of them are in possession of such inquiry material nonpublic information, none of such Persons shall, directly or proposal) notify indirectly, acquire, offer or propose to acquire, agree to acquire, sell or transfer or offer or propose to sell or transfer any securities of DEAC, communicate such person in writing that the Company is subject information to an exclusivity agreement any other Person, take any other action with respect to the sale DEAC, or cause or encourage any Person to do any 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 Except as set forth on Schedule 9.4, neither the date Company nor the Manager, any of the Class A Members nor anyone acting on their behalf is currently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement and ending on is in effect, shall the earlier of (i) the Closing and (ii) the termination of this AgreementCompany, the Company shall not, and shall direct its Representatives not toManager or any of the Class A Members or anyone acting on their behalf, directly or indirectly, (Ai) encourage, solicit, negotiate with, provide any nonpublic information regarding the Company’s business, initiate or enter into any Contract participate in discussions or negotiations 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 provide any information with respect to, to or cooperate in any way that would otherwise reasonably be expected to lead tomanner with any Person, other than Purchaser or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business, 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 Companies’ assets (other than in the parties hereto and their respective Representatives) that has prior to ordinary course of business), the date hereof executed a confidentiality agreement in connection with itsUnits or any capital stock, his membership interests or her consideration other securities 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, whether such transaction takes the form of a sale of units, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership, (ii) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal with respect to an Alternative Transaction at contemplating the sale of all or any time prior to part of the ClosingBusiness, 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 Companies’ assets (other than in the ordinary course of business), the Units or any capital stock, membership interests or other securities of the Companies, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (iii) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company that prohibits it from considering such inquiry or the Members shall promptly (within 24 hours) communicate to Purchaser the terms of any proposal, and will provide BCAC with a copy contract or sale which it may receive in respect of any such written inquiry or proposal or a detailed summary of the foregoing and respond to any such verbal inquiry or proposal, including communication in a manner reasonably acceptable to Purchaser. The notice of the Company and each case Member under this Section 9.4 shall include the identity of the person making such inquiry proposal or proposal. Without limiting the foregoingoffer, the parties agree that any violation of the restrictions set forth in this Section 7.05(acopies (if written) 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 written description of the terms of this Section 7.05(if oral) thereof and any other such information with respect thereto as Purchaser may reasonably request.

Exclusivity. (a) From During the date of this Agreement and ending on Pre-Closing Period, except for the earlier of (i) the Closing and (ii) the termination of transactions contemplated by this Agreement, the Company shall noteach party will, and shall direct will cause its Subsidiaries, its other Affiliates and their respective Representatives not to, directly or indirectly, (A) solicit, negotiate withinitiate, facilitate, encourage, cooperate or provide any nonpublic information to, enter into or continue any negotiation, discussion, contract, agreement, instrument, arrangement or understanding with any Person other than the other parties hereto or such other parties’ Affiliates (including by way of furnishing information regarding their respective businesses and operations, this Agreement or the Company’s businesstransactions contemplated hereby), or enter into with respect to 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 a material portion of the equity interests assets, capital stock, debt, rights or assets properties of the Companysuch party or its Subsidiaries, whether by sale, merger, sale consolidation, combination, refinancing, liquidation, dissolution, reorganization or similar transaction, or any license, sublicense, sale, lease, exchange, mortgage, pledge, transfer or other disposition in a single transaction or a series of stockrelated transactions (each, sale of assets, business combination or otherwise (an a “Alternative Competing 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 parties shall, and shall direct its cause their respective Subsidiaries and other Affiliates and their and their Subsidiaries’ and other Affiliates’ respective Representatives to, immediately cease any and cause to be terminated, all existing discussions or negotiations with any person Persons (other than the other parties hereto or any of such other parties’ Affiliates) conducted heretofore with respect to a Competing Transaction and terminate any Alternative Transaction. The Company also agrees that it will promptly request each person (access of any such Persons to any data room or other than the parties hereto and document depository maintained by it, its Subsidiaries or any of their respective Representatives) that has prior Affiliates and issue instructions to such Persons (in accordance, if applicable, with the date hereof executed a terms and conditions of any confidentiality agreement in connection with itsbetween it, his its Subsidiaries or her consideration any of acquiring their respective Affiliates, on the Company one hand, and such Person, on the other hand) to promptly return or destroy all any of its, its Subsidiaries’ or their respective Affiliates’ Confidential Information furnished to such person by or on behalf of itInformation. In the event that a party, him or her prior to the date hereof. If the Company its Subsidiaries or any of its their respective Affiliates and Representatives receives any inquiry or proposal with respect to an Alternative Transaction at written communication involving the matters set forth in this Section 4.12, such party shall promptly, but in any time prior to event within 24 hours, (i) advise 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 other parties in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering receipt, directly or indirectly, of any such inquiry communication (including the specific terms thereof and the identity of the other individual or proposalentity or individuals or entities involved), and will provide BCAC with (ii) promptly furnish to such other party a copy of any such written inquiry or proposal or communication in addition to a detailed summary copy of any information provided to or by any third Person relating thereto, and (iii) advise the sender of such verbal inquiry or proposalcommunication that it, including in each case its Subsidiaries and their respective Affiliates are subject to the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions obligations set forth in this Section 7.05(a) by 4.12. The Company and the Company or its Representatives shall be deemed to be a breach Buyer 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 7.05(a) 4.12 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 the Company. For claritya party to perform its obligations under this Section 4.12, the Company non-breaching party shall be entitled to seek specific performance through injunctive relief to prevent breaches of the provisions and to enforce specifically the provisions of this Section 4.12 in addition to any other remedy to which such party may inform any person making an unsolicited proposal regarding an Alternative Transaction be entitled, at Law or in equity. Any breach of the terms of this Section 7.054.12 by any Affiliate or Representative of a party, such party’s Subsidiaries or any of their respective Affiliates (as if it were a party hereto) shall be deemed a breach by such party.

Exclusivity. (a) From None of the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementCompany, the Company shall notShareholders or any of ----------- their respective Affiliates, and shall direct its Representatives not torepresentatives, officers, employees, directors, trustees, beneficiaries or agents shall, directly or indirectly, (Ai) submit, solicit, negotiate withinitiate, provide encourage or discuss any nonpublic information regarding the Company’s business, proposal or offer from any Person or enter into any Contract with, agreement or in accept any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) offer relating to a potential acquisition of all or substantially all of the equity interests consummate any (a) reorganization, liquidation, dissolution or assets recapitalization of the Company, whether by merger(b) merger or consolidation involving the Company, (c) purchase or sale of any assets or capital stock (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, ) of the Company (other than a purchase or sale of assetsassets (including inventory) in the ordinary course of business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or otherwise its assets (an “Alternative Transaction”each of the foregoing transactions described in clauses (a) through (d), a "Company ------- Transaction") or (Bii) 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 other manner any effort or attempt by any Person to do or seek to do any of the foregoing. The Company and each of the Shareholders agree to notify the Purchasers immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction. In the event that would otherwise reasonably be expected to lead toany of the Company or the Shareholders breaches the provisions of this Paragraph 4J and the transactions contemplated hereby are not consummated for any reason, any Alternative Transaction the Company and/or the Shareholders shall promptly reimburse the Purchasers and their Affiliates for all out-of-pocket fees and expenses incurred before or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that after the execution, delivery and performance date of this Agreement and by 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 Purchasers and their respective Representatives) that has prior Affiliates related to the date hereof executed a confidentiality agreement transactions contemplated hereby, including fees and expenses of legal counsel, accounts and other consultants and advisors retained by the Purchasers in connection with itsthe transactions contemplated hereby. The foregoing provisions are in addition to, his and not in derogation of, any statutory 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 other remedy 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 Purchasers may have for 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.Paragraph 4J.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, no Stockholder and none of their affiliates shall, and each of them shall cause the Company and each CLA Company and their respective employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) 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 (Aincluding any proposal or offer to its Stockholders or any of them) solicitwith respect to a merger, negotiate withacquisition, provide any nonpublic information regarding the Company’s businessconsolidation, recapitalization, liquidation, dissolution or similar transaction involving, 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 purchase of all or substantially all any portion of the assets or any equity interests or assets of the Companysecurities of, 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 CLA Company other than any such transaction effected or to be effected in the ordinary course of its Representatives receives business (any inquiry such proposal or proposal with respect 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 Alternative Transaction at Acquisition Proposal, (c) otherwise cooperate in any time prior 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, and the ClosingMerger contemplated hereby. If the Company, any CLA Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then the Company Stockholders shall promptly (and in no event later than one (1) Business Day after request the Company become aware of such inquiry immediate return thereof. The Stockholders shall 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 of (ia) the Closing and or (iib) the termination of this AgreementAgreement pursuant to Section 8.1 (the “Exclusivity Period”), none of the Sellers, the Company or any of their respective officers, managers, directors, Affiliates, employees or agents shall not, and shall direct its Representatives not to, directly or indirectly, (Ai) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s businessencourage others to solicit, or enter into any Contract with, or in any manner knowingly encourage, entertain, facilitate or accept any proposal ofdiscussions, proposals or offers regarding (1) the purchase, issuance, grant, license or disposition of any person Membership Interests or any other equity interests of the Company or of all or any portion of the assets of the Company (other than BCAC and its affiliatessales of Real Property or personal property in the Ordinary Course) relating to a potential acquisition of all or substantially all of the equity interests (2) any merger, consolidation, business combination, recapitalization, reorganization or assets of similar transaction involving the Company, whether by mergerin each case other than with Buyer or its Affiliates (each such transaction, sale of stock, sale of assets, business combination or otherwise (an a “Alternative Competing Transaction”), (Bii) negotiate with or enter into any agreement regarding, continue or otherwise participate in any discussions regardingunderstanding with, or furnish provide any information relating to the Company to any person any information other Person with respect to, or cooperate in to any way that would otherwise reasonably be expected to lead to, any Alternative Competing Transaction or (Ciii) commenceotherwise participate in, continue assist, facilitate or renew encourage any due diligence investigation regarding effort or attempt by any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation other Person to do any of the Transactions foregoing. None of the Sellers, the Company or any of their respective officers, managers, directors, Affiliates, employees or agents shall not be deemed a violation of directly or indirectly authorize any other Representative to take any action prohibited under this Section 7.05(a)5.6. The Sellers, the Company shalland their respective officers, and shall direct its Representatives tomanagers, directors, Affiliates, employees or agents will immediately cease and cause to be terminated any and all existing discussions or negotiations with any person Persons (other than Buyer) conducted heretofore before the date of this Agreement with respect to any Alternative TransactionCompeting Transaction for the duration of the Exclusivity Period. The During the Exclusivity Period, 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 inform Bxxxx 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 detail of any such written inquiry offers, proposals or proposal or a detailed summary of requests for information relating to any such verbal inquiry or proposalCompeting Transaction made by any third party, including in each case the material terms and identity of the person party making such inquiry offer, proposal 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 7.05request.

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 VIII, the Company Seller Parties shall not, not (and shall direct cause the Group Companies and its Representatives and their respective managers, officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates 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 stockall or any part of the Ownership Interests, sale the Business or the Assets of assets, business combination any Group Company with any other Person other than the Buyer or otherwise its Affiliates (an “Alternative TransactionAcquisition Proposal”) or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), (Ba) enter into immediately cease and cause to be terminated any agreement regardingand all Contracts, continue or otherwise participate in discussions and negotiations with any discussions regardingPerson other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) promptly notify the Buyer if any Acquisition Proposal, or furnish to any person inquiry or contact with any information Person 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 thereto which has been made as of the execution, delivery and performance date 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 shallor is subsequently made, 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 c) keep 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 Buyer fully informed with respect to the sale status of the Company that prohibits it from considering such inquiry or proposalforegoing. Seller Parties agree not to (and to cause the Group Companies not to), 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 without the identity prior consent of the person making such inquiry Buyer, release any Person from, or proposal. Without limiting the foregoingwaive any provision of, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the standstill agreement or confidentiality agreement to which any Group Company is a party 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 7.05is otherwise bound.

Exclusivity. (a) From In consideration of the substantial expenditure of time, effort and expense undertaken by Buyer in connection with its due diligence review of the Company and its business and the preparation and negotiation of this Agreement, from and after 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 pursuant to Section 8.01, none of the Company shall notor the Seller, and shall direct its Representatives not nor will they permit any of their respective Affiliates, directors, officers, employees, members, managers, shareholders, advisors, representatives or other agents, to, directly or indirectly, (A) initiate, solicit, negotiate withnegotiate, provide any nonpublic information regarding the Company’s businessdiscuss, knowingly encourage or enter into any Contract withnegotiations, discussions or agreement with respect to, or provide any information to any third party with respect to, the potential sale of the Company or any portion thereof or a substantial interest therein, or any other transaction that would be inconsistent with the transactions contemplated hereby, in any manner case whether by sale of assets or equity, merger, recapitalization, reorganization or other transaction; provided, however, nothing herein shall prohibit or otherwise restrict Amedisys, Inc. or any of its Affiliates from initiating, soliciting, negotiating, discussing, knowingly encourageencouraging or entering into any negotiations, discussions or agreement with respect to, or providing any proposal ofinformation to any third party with respect to, any person (other than BCAC and its affiliates) relating to a the potential acquisition sale of all or substantially all of the equity interests Equity Interests or assets of Seller Parent (the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Upstream Transaction”); provided further that, (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 tofor the avoidance of doubt, any Alternative such Upstream Transaction shall not include any terms or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, conditions that the execution, delivery and performance of this Agreement and the Transaction Documents and prohibit the consummation of the Transactions shall not be deemed a violation transactions contemplated by this Agreement. If, from the date of this Section 7.05(a). The Company shallAgreement until the Closing or the earlier termination of this Agreement, and shall direct its Representatives tothe Company, immediately cease the Seller or any and all existing discussions of the other Persons referenced above receives an offer or negotiations with any person conducted heretofore with respect proposal relating to any Alternative acquisition of the business of the Company (excluding an Upstream Transaction. The Company also agrees that it will promptly request each person (other than ), such Person shall notify Buyer of the parties hereto and their respective Representatives) that has prior to receipt of such offer and, unless otherwise prohibited by the date hereof executed terms of a confidentiality agreement in connection with its, his or her consideration existence as 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, the terms of the offer and the identity of the offeror. If Unless otherwise prohibited by the Company or terms of any of its Representatives receives any inquiry or proposal definitive agreement with respect to an Alternative Transaction at Upstream Transaction, Seller shall, as soon as is permissible under applicable Law (including applicable stock exchange rules) and the internal policies and procedures of Amedisys, Inc., notify Buyer of the execution of 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 definitive 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 7.05Upstream Transaction.

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 Cxxxxx, (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 Cxxxxx, 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. (a) From Seller, the Company and the General Partner shall, and shall cause their respective Affiliates and Representatives to, cease and terminate immediately, from and after the date of this Agreement and ending on until the earlier of (i) the Closing Date or the date, if any, on which this Agreement is terminated pursuant to Article IX, all solicitations, initiations, encouragements, activities, discussions and/or negotiations with any Person (other than Purchaser and (iiits Representatives with respect to the transactions contemplated by this Agreement) conducted prior to the termination date hereof with respect to any proposed, potential or contemplated Alternative Transaction. From and after the date of this AgreementAgreement until the earlier of the Closing Date or the date, if any, on which this Agreement is terminated pursuant to Article IX, Seller, the Company and the General Partner shall not, and shall direct its cause their respective Affiliates and Representatives not to, directly or indirectly, (Aa) assist, solicit, negotiate withinitiate, provide or knowingly encourage the submission of any nonpublic offer, inquiry, proposal or indication of interest relating to an Alternative Transaction, (b) furnish or cause to be furnished any confidential or proprietary information regarding the Company’s business, Acquired Securities or enter into any Contract with, or in any manner knowingly encourageCompany Entity to, any proposal of, any person Person (other than BCAC Purchaser and its affiliatesRepresentatives) relating who Seller, the Company or General Partner (or their respective Affiliates or Representatives) knows or has a reasonable basis to a potential acquisition believe is in the process 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 (considering an “Alternative Transaction”), (Bc) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or cooperate in take any way other action to facilitate any offers, inquiries or indications of interest or the making of any proposal that would otherwise constitutes, or may reasonably be expected to lead to, any Alternative Transaction, (d) authorize, engage in, or enter into any agreement or understanding (whether or not binding) with respect to, any Alternative Transaction or (Ce) commence, continue or renew transfer any due diligence investigation regarding of the Acquired Interests to any Alternative Transaction; provided, that other Person. From and after the execution, delivery and performance date of this Agreement and until the Transaction Documents and the consummation earlier of the Transactions shall not be deemed a violation of Closing Date or the date, if any, on which this Section 7.05(a). The Company shallAgreement is terminated pursuant to Article IX, 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 promptly request each notify Purchaser if any written indication of such interest, inquiry, proposal or offer relating to a possible Alternative Transaction is received by Seller or any Company Entity or any of their respective Affiliates or Representatives from any 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 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 until the Closing, or the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with Article VII, 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, 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 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 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 promptly cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Competing Company 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 48 hours after the Company become becoming aware of such inquiry inquiry, proposal, offer or proposalsubmission) (x) 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 this Agreement, (y) notify Parent 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 Parent 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 identity extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the person making such inquiry or proposal. Without limiting the foregoingExclusivity Agreement, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by 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. For clarity, in which case the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of shall provide such notice to the terms of maximum extent not prohibited). The Company agrees that the rights and remedies for noncompliance with this Section 7.054.3(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 adequate remedy for such injury.

Exclusivity. (a) From and after the date of this Agreement hereof, and ending on the earlier of (i) until the Closing and (ii) the or termination of this Agreement, the Company (i) Huxxxxx, Anxxxxxx xnd Sellers shall not, (ii) Sellers shall cause Company and shall direct their and its respective directors, managers, officers, employees and Representatives (including, without limitation, any investment banker, attorney or accountant retained by Company, Hubbard, Anderson, any Affiliate of Huxxxxx xr Anxxxxxx, or any Seller or any Affiliate of any Seller) of Company not to, directly or indirectly, (A) solicit, negotiate with, provide initiate or solicit any nonpublic information regarding inquiries or the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, making of any proposal of, any person (other than BCAC and its affiliates) relating or offer 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 assetsconsolidation, business combination or otherwise similar transaction involving, or any purchase or disposition of any material assets of, or any equity interest (including, without limitation, the Units) in, Company (an “Alternative TransactionAcquisition Proposal”), (B) enter into any agreement regarding, continue or otherwise participate engage in any discussions regardingnegotiations concerning, or furnish to any person provide any information with respect or data to, or have any discussions with, any person relating to any Acquisition Proposal, or otherwise cooperate in any way that would otherwise reasonably be expected with, or facilitate or encourage any effort or attempt by any other person to lead tomake or implement any Acquisition Proposal. Huxxxxx, 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 Anxxxxxx xnd Sellers shall, and Sellers shall direct cause Company, and their and its respective Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person persons (other than Buyer and its Affiliates) 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 in connection with itsHuxxxxx, his Anxxxxxx xnd/or her consideration of acquiring the Company to return Sellers shall notify Buyer immediately if any such inquiries or destroy all Confidential Information furnished to proposals are received, any such person by or on behalf of itinformation is requested, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry such negotiations 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 discussions are sought 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 7.05initiated or continued.

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 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 the date of this Agreement and ending on until the earlier of (i) the Closing and (ii) the Date or termination of this AgreementAgreement in accordance with its terms, the Company Seller shall not, and shall direct its Representatives not to, directly or indirectly, (A) through any Affiliate, Representative or otherwise, 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 ofor offer from any Person, with respect to any person (other than BCAC and its affiliatesa) relating to a potential direct or indirect merger, equity purchase or consolidation of the Business, (b) acquisition or purchase, directly or indirectly, of all or substantially all of the assets of, or a majority of the equity interests in, the Business or assets of the Company, whether by merger, sale of stock, sale of assets, (c) 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 other person or entity any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected with, or facilitate any effort or attempt by any person or entity to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative effect a Competing 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 Seller shall, and shall direct its instruct all Persons acting on behalf of it to immediately cease any existing activities, discussions and negotiations with any Persons with respect to any of the foregoing. Promptly, and in any event no later than two (2) Business Day following the date of this Agreement, Seller shall, and shall cause their respective Affiliates and Representatives to, immediately cease request the prompt return or destruction of all confidential information previously furnished in connection with a potential Competing Transaction to any and all existing Person with whom Seller or any of their respective Affiliates or Representatives has had discussions or negotiations with any person conducted heretofore with respect to a Competing Transaction in the last twelve (12) months and shall terminate all physical and electronic dataroom access previously granted to any Alternative Transactionsuch Person or its Representatives. The Company also agrees that it will promptly request each person (other than Nothing in this Section 8.14 shall be deemed to limit the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his ability of 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 otherwise prohibit Seller or any of its Representatives receives any inquiry or proposal Affiliates from having discussions with respect to an Alternative Transaction at to, or otherwise taking actions in connection with, 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 potential sale or disposition of such inquiry a majority or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale more of the Company that prohibits it from considering such inquiry consolidated assets, revenue 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 income 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 7.05Retained Business.

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 knowingly 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 knowingly 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 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) 9.1 From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementExpiration Time, the Company shall notno Written Consent Party shall, and each Written Consent Party shall direct cause its Affiliates and Representatives not to, directly or indirectly, (A1) enter into, solicit, negotiate withinitiate, provide knowingly facilitate, knowingly encourage 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 the Company or any of the outstanding capital stock of the Company or any conversion (other than BCAC the Conversion), consolidation, merger, business combination, liquidation, dissolution or similar transaction involving the Company or any of the Company Subsidiaries other than with Acquiror 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”), (B2) amend or grant any waiver or release under any standstill or similar agreement to which such Written Consent Party is a party with respect to any class of equity securities of the Company or any of the Company Subsidiaries, (3) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (4) approve, endorse, recommend, execute or enter into any agreement regardingin principle, continue confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or otherwise participate in any discussions regarding, or furnish other written arrangement relating to any person Alternative Transaction or any information with respect to, proposal or cooperate in any way offer that would otherwise could reasonably be expected to lead toto an Alternative Transaction, any Alternative Transaction or (C5) 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 or (6) resolve or agree to do any of the Transactions shall not be deemed a violation foregoing or otherwise authorize or permit any of this Section 7.05(a)its Affiliates or Representatives acting on its behalf to take any such action. The Company Each Written Consent Party 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 Each Written Consent 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 to which such Written Consent Party is a party 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 pursuant to such agreement 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 During the period from the date of this Agreement and ending on through the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement in accordance with its terms, the Company Sellers shall notnot take, and nor shall direct it permit any of its Affiliates or Representatives not toto take, directly or indirectly, (A) any action to solicit, negotiate encourage, initiate or engage in discussions or negotiations with, or provide any nonpublic information regarding the Company’s businessto, or enter into any Contract agreement with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC Buyer and/or its Affiliates and its affiliatesRepresentatives) relating to a potential concerning any direct or indirect acquisition of all or substantially all of the equity interests Units or assets of the any Group Company, whether by or any merger, sale of stock, sale of assets, consolidation or other business combination or otherwise involving any Group Company (each, an “Alternative Acquisition Transaction”), and Sellers and their Affiliates and Representatives shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person (Bother than Buyer and its Affiliates and Representatives) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish with respect 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 such Acquisition 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 Buyer hereby acknowledges 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 of this Agreement, Sellers and their Affiliates and Representatives have provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with itsa proposed Acquisition Transaction and that such information, his or her consideration of acquiring the Company access and discussions could reasonably enable another Person to return or destroy all Confidential Information furnished to such person form a basis for an Acquisition Transaction without any breach 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 Sellers of this Section 7.05(a) by 7.6. During the Company. For clarity, period from the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction date of this Agreement through the earlier of the terms Closing or the termination of this Section 7.05Agreement in accordance with its terms, Sellers shall notify Buyer promptly upon the receipt of any proposal, offer, inquiry or contact from any Person (other than Buyer or its Affiliates and Representatives) in respect of any Acquisition Transaction.

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 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 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 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 agree not to, and the foregoingWarrantors shall cause the other Group Companies not to, without the parties agree that any violation 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 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. Except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that it will not, and it will cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) 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 notencourage, and shall direct its Representatives not tosolicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (Aincluding any proposal or offer to its stockholders or any of them) solicitwith respect to a merger, negotiate withacquisition, provide any nonpublic information regarding the Company’s businessconsolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, 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 purchase of all or substantially all any substantial portion of the equity interests assets or assets of the Companyany securities of, 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 (any inquiry such proposal or proposal offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into a Contract with respect any Person relating to an Alternative Transaction at a Proposal. If the Company, any time prior of its Subsidiaries or any Agent has provided any Person (other than Parent or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the Closing, then the immediate return thereof. The Company shall promptly (notify Parent immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and in no event later than one (1) Business Day after Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the Company become aware receipt 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 7.05Proposal.

Exclusivity. (a) From the date of this Agreement and ending on through the earlier of (i) the Closing and (ii) the termination of such time as this AgreementAgreement is terminated in accordance with ‎Article 9, the Company Truist shall not, and shall direct cause the Company and its Affiliates and their respective Representatives not to, directly or indirectly, (Aa) solicit, negotiate withinitiate, provide knowingly facilitate or knowingly encourage any nonpublic Proposal from any Person, (b) engage in, continue, knowingly facilitate, knowingly encourage or otherwise participate in discussions or negotiations in respect of a Proposal, (c) furnish or cause to be furnished to any Person any information regarding concerning the Company’s businessCompany Entities in connection with a Proposal, or (d) enter into any Contract with(including any letter of intent, agreement, agreement in principle or in any manner memorandum of understanding) or similar agreement, arrangement or understanding providing for a Proposal or (e) otherwise 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 with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Truist further agrees to immediately suspend and terminate, and to instruct its Representatives to immediately suspend and terminate, any activities 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 prohibited by 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 shallforegoing sentence, and Truist shall direct its Representatives topromptly (and, immediately cease in any and all existing discussions event, within three Business Days following the date hereof) instruct or negotiations with otherwise request 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) Person that has executed a confidentiality agreement within the 12-month period prior to the date hereof executed a confidentiality agreement of this Agreement in connection with its, his or her consideration of acquiring the Company any Proposal to promptly return or destroy all Confidential Information furnished information or documents relating to Truist, any Company Entity, the transactions contemplated hereby or any Proposal (and all materials incorporating such information in the possession of such person by or its Representatives) and, to the extent provided under the terms of such confidentiality agreement, obtain from such Persons confirmation of compliance promptly after making any such instruction or request. To the extent any of Truist, any Company Entity or any of their respective Affiliates or Representatives receives a Proposal or request for information in respect thereof, Truist (on behalf of ititself or its Affiliate or Representative) shall provide prompt (and, him or her prior in any event, within 24 hours) written notice thereof 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 ClosingBuyer Entities, then the Company which 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 include a copy of any communication related 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 proposalProposal. Without limiting Notwithstanding the foregoing, the parties agree Truist shall not be responsible for any actions taken by either Stone Point, CD&R or any investment funds or investment vehicles affiliated with, or managed or advised by, Stone Point or CD&R that any violation of the restrictions set forth in may contravene 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 7.05‎Section 5.07.

Exclusivity. (a) From Prior to the date of Effective Time, or until this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementis terminated in accordance with its terms, the Company shall not, and shall direct cause its Representatives Subsidiaries and Affiliates and its and their respective officers, employees, directors, agents or representatives not to, directly or indirectly, (A) solicit, negotiate withencourage, provide any nonpublic information regarding the Company’s business, facilitate or enter into any Contract initiate discussions or engage in negotiations with, or in provide information to, or authorize any manner knowingly financial advisor or other Person to solicit, encourage, any proposal offacilitate or initiate discussions or engage in negotiations with, or provide information to, any person Person (other than BCAC and its affiliatesParent) relating to a concerning any potential acquisition sale of all or substantially all any of the equity interests capital stock of, or assets of the Company, whether by merger, sale of stockconsolidation, combination, sale of assets, business combination reorganization or otherwise other similar transaction involving, Company or any of its Subsidiaries or stockholders (an “Alternative TransactionProposal”). Until this Agreement is terminated in accordance with its terms, Company shall promptly (B) enter into any agreement regarding, continue or otherwise participate and in any discussions regardingevent within two (2) business days after receipt thereof by Company or any Affiliate) advise Parent orally and in writing of any Alternative Proposal (including the proposed terms thereof), any request for information with respect to any Alternative Proposal, or furnish to any person any information written inquiry with respect to, or cooperate in any way that would otherwise which could reasonably be expected to lead toresult in, any an Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that Proposal. Promptly following the execution, delivery and performance execution 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 Agreement, Company shall, and shall direct cause its Representatives Subsidiaries and Affiliates and its and their respective officers, employees, directors, agents or representatives to, immediately cease and terminate any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative TransactionProposal, and use commercially reasonable efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to such parties (including by enforcing any rights under any confidentiality, non-disclosure or similar agreements with such parties). The Notwithstanding anything contained herein to the contrary, Company also agrees that Parent shall be entitled to specifically enforce this Section ‎5.4 in any court having equity jurisdiction, it will promptly request each person (other than the parties hereto being acknowledged and their respective Representatives) agreed 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 breach will cause irreparable injury to Company and that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed money damages may 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 7.05.

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 cause its Subsidiaries not to and direct its Representatives not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to (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 purchase of a potential acquisition of all or substantially all material portion of the equity interests stock or shares, other Equity Securities or assets of the CompanyCompany and its Subsidiaries, whether by taken as a whole or (B) any merger, sale of stock, sale of assets, business combination or otherwise other similar transaction other than the Transactions (an “Alternative TransactionTransaction Proposal”)) involving the Company and its Subsidiaries, (Bii) engage or participate in any discussions, negotiations or transactions with any third party regarding any Alternative Transaction Proposal involving the Company and its Subsidiaries or that may reasonably be expected to lead to any such Alternative Transaction Proposal, (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 other agreement or instrument) related to any discussions regardingAlternative Transaction Proposal involving the Company and its Subsidiaries, or furnish to any person any information with respect to, or (iv) otherwise cooperate in any way that would otherwise reasonably be expected with, or assist or participate in, or knowingly facilities or encourage an effort or attempt by any person or entity 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 other Transaction Documents Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a8.03(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 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 Proposal involving 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 proposalits Subsidiaries, 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 involving the terms of this Section 7.05Company. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1.

Exclusivity. (a) From and after the date of this Agreement and ending on hereof until the Closing or the earlier of (i) the Closing and (ii) the termination of this Agreement, the Seller and the Company and their respective affiliates shall not, and shall direct its Representatives not towithout the prior written consent of Buyer, directly or indirectly, (Ax) solicit, negotiate withencourage or initiate any contact concerning the submission of any inquiry, provide proposal or offer from any nonpublic information regarding the Company’s business, entity or person (other than Buyer) or (y) participate in any discussions or negotiations or enter into any Contract agreement with, or in provide any manner knowingly encourageadditional non-public information to, any proposal of, any entity or person (other than BCAC and its affiliates) Buyer), in each case relating to a potential acquisition of all or substantially all any of the equity interests following: (i) a merger or assets of the Companyconsolidation with or into, whether by merger(ii) an acquisition, sale of stock, sale of assetsliquidation, business combination or otherwise dissolution of or purchase of any material assets of (an “Alternative Transaction”or any material portion of the assets of), or any equity interest (Bor right to acquire any equity interest) enter into any agreement regarding, continue or otherwise participate in any discussions regardingin, or furnish to (iii) any person similar transaction, involving the Company. The Seller will immediately notify Buyer if any such inquiries, proposals or requests for information with respect toare received by, or cooperate in any way that would otherwise reasonably such negotiations or discussions are sought to be expected initiated with it or any of the other persons or entities referred to lead toabove. The Seller also confirms that, from and after the date hereof until the Closing or the earlier termination of this Agreement, the Seller will cease, and will direct its and the Company’s affiliates, directors, officers, employees, representatives and agents to cease, all discussions with any Alternative Transaction or third parties (Cother than Buyer) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; providedof the matters covered by this Section 6.4. The Seller acknowledges and agrees, for itself and each of the persons and entities referred to above, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation any remedy at law for breach of the Transactions shall not be deemed a violation covenants of this Section 7.05(a). The Company shall6.4 would be inadequate, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect in addition to any Alternative Transaction. The Company also agrees that it other relief which may be available, Buyer will promptly request each person (other than be entitled to temporary and permanent injunctive relief without the parties hereto necessity of proving actual damages and their respective Representatives) that has prior without regard 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 adequacy 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 7.05remedy at law.

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 Company and the date Seller agree that, during the Interim Period, on behalf of this Agreement themselves and ending on the earlier their Affiliates, neither they nor any of their respective officers, directors, employees, stockholders, partners, members, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors will, directly or indirectly (i) solicit, initiate, knowingly facilitate or encourage the Closing and submission of any Acquisition Proposal or accept any such Acquisition Proposal; (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 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 (except to provide notice of the existence of these provisions), 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) commence, continue or renew enter into any due diligence investigation regarding agreement with respect to 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 its Representatives and its Subsidiaries’ respective officers, directors, employees, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors 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. If any Person, whether in his or her capacity as a representative of the Company or the Seller, takes any action that the Company is obligated pursuant to this Section 8.3 to cause such Person not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3. The Company also agrees that it will and the Seller shall, as promptly request each person as practicable, notify Buyer if any other proposals or offers, or any expressions of interest for the Company are made, including the terms and conditions of such inquiry or proposal (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed unless such disclosure is prohibited by 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 executed 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 The Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry not release any third party from, or proposal) notify such person in writing that the Company waive any provision of, any confidentiality or standstill agreement to which it 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 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 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 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 ARTICLE XII hereof, the Company shall not, and shall direct its Representatives not tono Seller shall, directly or indirectly, (A) solicittake or permit any other Person on its behalf to take, negotiate withand ATT shall not take, provide and shall cause the ATT Subsidiaries, any nonpublic information regarding Person acting on an Acquired Company's behalf and any member of the Company’s businesssenior management of any of the ATT Subsidiaries not to take, any action, directly or enter into any Contract indirectly, to encourage, initiate, solicit or engage in discussions or negotiations with, or in provide any manner knowingly encourageinformation to, or respond to inquiries, offers or proposals from, any proposal of, any person Person (other than BCAC Buyer and its affiliatesBuyer's representatives) relating to a potential acquisition or such Person's advisors, representatives or prospective lenders, concerning any purchase of the Shares, any merger or recapitalization involving the Acquired Companies, any sale, lease or other disposition of any of the material assets of the Acquired Companies or similar transaction involving the Acquired Companies (other than assets sold in the ordinary course of business), or which would make the transactions contemplated by this Agreement infeasible or impractical. The Sellers shall, and shall cause the Acquired Companies and their officers, directors, agents and representatives to, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any purchase of the Shares, any merger or recapitalization involving the Acquired Companies, any sale 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 Acquired Companies or otherwise (an “Alternative Transaction”), (B) enter into other similar transaction. In the event any agreement regarding, continue Seller 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 Acquired Company or any of its Representatives receives representatives receive 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, the Sellers' Representative will immediately notify the Buyer and will provide BCAC the Buyer with the details thereof, including 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 7.05Proposal.

Exclusivity. (a) From During the period from the date of this Agreement and ending on through the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement in accordance with its terms, the Company shall Seller will not, and shall direct will cause the Acquired Companies and their subsidiaries and its Representatives and their respective affiliates, directors, officers, employees, equityholders, subsidiaries, attorneys, representatives, advisors and agents (together, the “Representatives”) not to, directly or indirectly, (Aa) solicitsolicit any offers, negotiate inquiries or proposals from, or negotiate, initiate, enter into or participate in discussions with, or encourage, cooperate with or provide any nonpublic information regarding to, any person, corporation, partnership or other entity or group (other than Purchaser and its designees) in connection with or concerning any possible sale of stock (or other equity interests) by any equityholders of, or any merger, recapitalization, spin-off or sale of securities or a material portion of the assets of, the Acquired Companies or the Business, or any other transaction involving a change in the ownership of, or third party debt financing (other than in the ordinary course of business pursuant to the Company’s business, debt arrangements in effect as of the date hereof) or enter into any Contract with, or in any manner knowingly encourage, any proposal equity financing of, any person the Business (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 Competing 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 (Cb) commenceparticipate in, encourage or continue any ongoing discussions or renew any due diligence investigation negotiations on or after the date hereof regarding any Alternative Competing Transaction; provided, that . Seller and its Representatives shall immediately upon the execution, delivery and performance execution of this Agreement and terminate any existing or continuing activities described in the Transaction Documents and the consummation preceding sentence. Seller hereby represents that, as of the Transactions shall not be deemed a violation date hereof, neither it nor any of its affiliated entities is party to or bound by any agreement with respect to any such Competing Transaction other than this Section 7.05(a)Agreement, confidentiality agreements with third parties that are currently in effect or as otherwise expressly contemplated by this Agreement. The Company Seller shall, and shall direct cause its Representatives to, immediately cease notify Purchaser promptly of any and all existing discussions oral or negotiations with written expression of interest, inquiry or proposal by any person conducted heretofore with respect third parties 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 Seller 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 proposala Competing Transaction, and will provide BCAC with shall disclose to Purchaser on a copy of any such written inquiry or proposal or a reasonably detailed summary of any such verbal inquiry or proposal, including in each case basis the contents thereof (other than the identity of such third party), except to the person making extent such inquiry or proposaldisclosure is prohibited by Seller’s obligations under confidentiality agreements in effect on September 6, 2012. Without limiting [*****] Confidential material redacted and separately filed with 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.Securities and Exchange Commission

Exclusivity. (a) From During the date Interim Period, each of this Agreement Holdings and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, 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) 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 and Acquiror 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 or any of its Subsidiaries’ equity securities or the issuance and sale of stockany securities of, or limited liability company interests in, the Company or any of its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or any of its Subsidiaries) or any merger 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 any Alternative Transaction; provided, 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(a10.03(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 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 with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. The Company and Holdings shall notify Acquiror promptly (but in connection with itsno event later than forty-eight (48) hours) after receipt by the Company, his or her consideration Holdings, 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 their respective Subsidiaries or any of its their respective Representatives receives of any inquiry or proposal with respect to an Alternative Acquisition Transaction. In such notice, Holdings or the Company shall identify the third party making any such inquiry, proposal, indication or request with respect to an Acquisition Transaction at and provide the details of the material terms and conditions of any time such inquiry, proposal, indication or request. Notwithstanding the foregoing, nothing in this Section 10.03(a) shall require Holdings, the Company or any of their respective Subsidiaries to violate any Law or any obligation of confidentiality or non-disclosure owed by such party 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 date 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. (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 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 the date of this Agreement and ending on Until the earlier of (i) the Closing and (ii) such time as this Agreement is terminated in accordance with Article X, except for the termination of transactions contemplated by this Agreement, the Company shall Company, the Sellers and the Holder Representative will not, and shall direct its Representatives will cause each of their respective Affiliates and representatives not to, directly or indirectly, (A) solicit, negotiate withencourage, provide enter into or continue any nonpublic information regarding negotiation, discussion, contract, agreement, instrument, arrangement or understanding with any party, with respect to the transactions contemplated by this Agreement, the sale or transfer of voting control of 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 the sale of all or substantially all of the equity interests or assets of the Company, whether by or any merger, sale of stock, sale of assets, business combination recapitalization or otherwise similar transaction with respect to the Company or its Businesses (an and “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 Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, the Sellers shall, and the Holder Representative shall, and each of the foregoing shall direct its Representatives cause their respective Affiliates, directors, officers, counsel, advisors, agents or other representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person Persons (other than Acquiror) conducted heretofore with respect to any Alternative Acquisition Transaction. The Company also agrees that it will promptly request , the Sellers and the Holder Representative, and each person (other than the parties hereto and of their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsAffiliates, his officers, directors, employees, counsel, advisors, agents or her consideration of acquiring the Company to return other representatives, do not have any agreement, arrangement 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 understanding with respect to an Alternative any Acquisition Transaction (except for this Agreement). The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at any time prior to law would occur in 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 provisions of this Section 7.05(a) 6.6 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 the Company. For claritya party to perform its obligations under this Agreement, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction non-breaching party shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the terms provisions and to enforce specifically the provisions of this Section 7.056.6 in addition to any other remedy to which such party may be entitled, at law or in equity.

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 Company and the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Securityholders shall not, and shall direct its Representatives not to, directly or indirectlycause all of their respective representatives and Affiliates to not, (Aa) solicit, negotiate withinitiate, provide facilitate or encourage submissions or proposals or offers 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 and its affiliates) Buyer relating to a potential any sale of the Business howsoever structured, whether as an acquisition or purchase of all or substantially all any part of the equity interests or assets securities of the Company, whether by or any Securityholder that is not an individual or any material part of the Business, or the Company’s assets or properties (other than the sale or other disposition of such assets or properties in the Ordinary Course of Business and not in violation of this Agreement) or the sale or issuance of any equity securities of the Company or any Securityholder that is not an individual, or any merger, sale combination, reorganization or consolidation of stockthe Company or any Securityholder that is not an individual (each, sale of assets, business combination or otherwise (an “Alternative TransactionAcquisition Proposal”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way with any Acquisition Proposal by any Person, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing, or (c) enter into any agreement or understanding, either oral or written, that would otherwise reasonably be expected to lead toprevent, any Alternative Transaction hinder or (C) commencedelay the Transactions. If, continue or renew any due diligence investigation regarding any Alternative Transaction; providednotwithstanding the foregoing, 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 Securityholders shall receive any Acquisition Proposal or 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 regarding any such written inquiry or proposal or a detailed summary of from any such verbal inquiry or proposalPerson, 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 such Securityholder shall be deemed promptly give notice thereof to be a breach Buyer and shall provide reasonable detail regarding the nature of such proposal or inquiry and the Company’s or such Securityholder’s (as applicable) response thereto. Each Securityholder and the Company agrees that the rights and remedies for noncompliance with this Section 7.05(a) 6.6 shall include having such provision specifically enforced by the Company. For clarityany court having equity jurisdiction, the Company may inform it being acknowledged and agreed that any person making such breach or threatened breach shall cause irreparable injury to 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 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 During the date of this Agreement period between January 20, 2016 and ending on the earlier of (i) Closing Date or the Closing Termination Date, except with respect to this Agreement and (ii) the termination of this Agreementtransactions contemplated hereby, the Company shall agrees that it will not, and shall direct it will cause the Company’s Subsidiaries and the Company’s and its Representatives Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (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 of, or offer to its shareholders or any person (other than BCAC and its affiliatesof them) relating with respect to a potential acquisition merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or substantially all any substantial portion of the equity interests assets or assets of the Companyany securities of, 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 (any inquiry such proposal or proposal offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with respect any Person relating to an Alternative Transaction at a Proposal. If the Company, any time prior of its Subsidiaries or any Agent has provided any Person (other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the Closing, then the immediate return thereof. The Company shall promptly (notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees 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 Affiliates or, to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposalits Knowledge, 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 other Agent. Such notice shall disclose the identity of the person making party making, and the terms and conditions of, any such Proposal, inquiry or proposal. Without limiting the foregoingrequest, the parties agree that any violation and shall include a true and complete copy of the restrictions set forth such Proposal, inquiry or request, if 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. 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 During the date of this Agreement period between December 22, 2016 and ending on the earlier of (i) Closing Date or the Closing Termination Date, except with respect to this Agreement and (ii) the termination of this Agreementtransactions contemplated hereby, the Company shall agrees that it will not, and shall direct it will cause the Company’s Subsidiaries, and it will use commercially reasonable efforts to cause the Company’s and its Representatives Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (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 of, or offer to its shareholders or any person (other than BCAC and its affiliatesof them) relating with respect to a potential acquisition merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or substantially all any substantial portion of the equity interests assets or assets of the Companyany securities of, 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 other than the Merger (any inquiry such proposal or proposal offer being hereinafter referred to as a “Proposal”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with respect any Person relating to an Alternative Transaction at any time prior to the Closing, then the a Proposal. The Company shall promptly (notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees 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 Affiliates or, to its Knowledge, any other Agent. Such notice shall, subject to an exclusivity agreement with respect to the sale confidentiality agreements of the Company that prohibits it from considering such inquiry or proposalin existence as of the date of this Agreement, 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 disclose the identity of the person making party making, and the terms and conditions of, any such Proposal, inquiry or proposalrequest, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing. Without limiting Notwithstanding the foregoing, each of Buyer and Merger Sub hereby acknowledges that prior to the parties agree date hereof, the Company, its Affiliates, and its Agents have provided information relating to the Company and have afforded access to, and engaged in discussions with, other Persons in connection with Proposal and that such information, access, and discussions could reasonably enable another Person to form a basis for an Proposal without any violation of the restrictions set forth in this Section 7.05(a) breach 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 7.056.6.