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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From The Sellers agree that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Sellers shall not, and shall direct its take all action necessary to ensure that none of the Target Entities any of their respective Affiliates or Representatives not toshall, directly or indirectly, : (Aa) solicit, negotiate withinitiate, provide consider, encourage or accept any nonpublic information regarding other proposals or offers from any Person other than the Company’s businessBuyer and its Affiliates and Representatives (i) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of any Target Entity or material assets of any Target Entity, or other than inventory to be sold in the ordinary course of business consistent with past practice, (ii) to enter into any Contract withmerger, consolidation or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) business combination relating to any Target Entity or (iii) to enter into a potential acquisition of all recapitalization, reorganization or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, any other extraordinary business combination transaction involving or otherwise relating to any Target Entity; or (an “Alternative Transaction”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person Person other than the Buyer and its Affiliates and Representatives 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 such 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 shall, Sellers immediately shall cease and shall direct its Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons other than the Buyer and its Affiliates and Representatives conducted heretofore with respect to any Alternative Transaction. of the foregoing. (c) The Company also agrees that it will promptly request each person (other than Companies shall notify the parties hereto Buyer promptly, but in any event within 24 hours, orally and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itswriting if any such proposal or offer described in this Section 6.4, 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 any time prior thereto, is made. Any such notice to the Closing, then the Company Buyer 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 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 other contact and the terms and conditions of this Section 7.05. (b) From and after the date hereof until the Effective Time orsuch proposal, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal inquiry or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representativescontact. BCAC shallThe Sellers shall not, and shall cause its affiliates and Representatives the Target Entities not to, immediately cease release any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect toPerson from, or waive any provision of, any confidentiality or standstill agreement to which the Sellers or the Target Entities is reasonably likely a party, without the prior written consent of the Buyer (such consent not to give rise to be unnecessarily withheld, conditional or result in, a Business Combination Proposaldelayed).

Exclusivity. (a) From During the date term of this Agreement and ending on the earlier of Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the Closing business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the termination prior written approval of this Agreementthe Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), the Company shall Executive will not, and shall direct its Representatives not towhile employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (Awhether or not pursued for pecuniary advantage) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, that is or enter into any Contract may be competitive with, or that might place Executive 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 Competing Position to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives subsidiaries or affiliates and/or any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closingits affiliates, then the Company subsidiaries, or joint ventures currently existing or 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 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) be established during Executive’s employment by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a(collectively, “Affiliates”). (iii) During Executive’s employment 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. (b) From and after the date hereof until the Effective Time orExecutive agrees not to acquire, if earlierassume or participate in, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action financial position, investment or interest known by Executive to solicit, initiate, continue be adverse or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information antagonistic to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of their affiliates or Representatives)its Affiliates; provided, concerninghowever, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior Executive may accept equity compensation related to the date hereof positions or business activities engaged in which have been approved by the Company pursuant to subsections (e)(i) and (ii) above. Ownership by Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with respect to, one or which is reasonably likely to give rise to more classes of its capital stock listed on a national securities exchange or result in, publicly traded on a Business Combination Proposalnational securities exchange or in the over-the-counter market shall not constitute breach of this Section 1(e).

Exclusivity. From the date hereof until the earlier of: (a) From the Closing Time; and (b) the date on which this Agreement terminates or is terminated pursuant to Article 12, the Vendor agree that they shall not, directly or indirectly through any of their respective Affiliates, officers, directors, partners, employees, shareholders, agents or representatives: (i) discuss, pursue or complete a possible transfer, sale or other disposition of the Purchased Shares or any interest therein with any Person other than the Purchasers (or Affiliates of the Purchasers) or their respective representatives (a "Competing Transaction") or provide any information to any Person other than the Purchasers (or Affiliates of the Purchasers) or their respective representatives in connection therewith; or (ii) except in connection with the performance of this Agreement or as required by Applicable Law, disclose the terms of this Agreement to any Person other than the Purchasers (or Affiliates of the Purchasers) or their respective representatives. Notwithstanding the foregoing, the Vendor is hereby authorized to respond to an inquiry or other expression of interest without being deemed to have violated this Section 11.1 to the extent the Vendor does not solicit, initiate or encourage such inquiry or other expression of interest, provided that the Vendor's response is limited to informing the Person making the inquiry or other expression of interest that the Vendor has entered into a binding agreement for the sale of Purchased Shares and is prohibited from further discussing or entertaining any proposals in respect of a Competing Transaction. The Vendor will, and will cause each of its Affiliates and their respective officers, directors, partners, employees, shareholders, agents and representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to 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 with 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) relating to a potential acquisition of all the Purchasers (or substantially all Affiliates of the equity interests Purchasers)) with respect to any inquiry, proposal 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 regardingoffer that constitutes, or furnish to any person any information with respect to, or cooperate in any way that would otherwise may reasonably be expected to constitute or lead to, any Alternative Transaction or (C) commencea Competing Transaction. Notwithstanding anything to the contrary in this Agreement, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, it is acknowledged that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation covenants 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 Vendor contained in this Section 7.05(a) by 11.1 relate to the Company Vendor acting solely in the capacity of a holder of, or its Representatives exercising control or direction over, the Purchased Shares and shall be deemed to be not affect or restrict any fiduciary or legal obligation imposed on the directors, officers, employees or representatives of the Vendor acting in such person's capacity as a breach director 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respondrespond to, or provide information to, any Person (other than Acquiror and/or any of its Affiliates or Representatives) concerning any merger, recapitalization or similar business combination transaction, or any sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”) or (ii) commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral, with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, each Acquiror Party shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond to, provide information to or commence due diligence with respect to, any person Person (other than the Company, its stockholders equityholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its stockholders and equityholders and/or their respective affiliates Affiliates and Representatives; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(b). BCAC Each Acquiror Party shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates.

Exclusivity. (a) From the date of this Agreement and ending on Prior to the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with Article VIII, Seller and Seller Parent shall not (and shall not permit their respective directors, managers, officers, employees, equityholders, Affiliates, financial advisors, attorneys, accountants, or other representatives (collectively, “Representatives”) to), directly or indirectly, (i) accept, or enter into any agreement with respect to, any existing proposal or offer outstanding as of the Company Agreement Date or received after the Agreement Date from any other Person to consummate a Competing Transaction or (ii) solicit, initiate, facilitate, encourage, engage in discussions or negotiations with, or furnish information to, any Person other than Buyer with respect to a Competing Transactions. (b) (i) Seller and Seller Parent shall cause any pending discussions or negotiations with any other Person regarding a Competing Transaction to be immediately terminated, (ii) Seller and Seller Parent shall terminate access by any Person other than Buyer to any virtual or electronic data room containing confidential information regarding Seller and/or the Purchased Assets and shall request from each Person that had access to any such data room (other than Buyer and its Representatives) the prompt return or destruction of all non-public information with respect to Seller and/or the Purchased Assets previously provided to such Person, and (iii) Seller and Seller Parent shall not, and shall direct its cause their respective Representatives not to, directly or indirectly, (A) solicit, negotiate with, provide deal with 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) 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 Buyer with respect to proposing, encouraging, discussing or negotiating any Alternative TransactionCompeting Transactions. The Company also agrees that it will promptly request each person (other than the parties hereto Seller 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 Seller Parent shall notify Buyer within 24 hours if any inquiry or proposal with respect to an Alternative regarding a Competing Transaction at is made, of any time prior proposed response by Seller or Seller Parent thereto, and any further inquiry, proposal or response from such third party. If and to the Closing, then extent permitted by the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware terms of such inquiry any applicable confidentiality agreements to which Seller or proposal) notify such person in writing that the Company is Seller Parent may be subject to an exclusivity agreement with respect to the sale as of the Company that prohibits it from considering such Agreement Date, all notices shall include the identity of the Person making the inquiry or proposal, the terms thereof, and/or, if in written form, complete and will provide BCAC with a copy of accurate copies thereof, provided, that, if Seller or Seller Parent are not permitted to disclose such information, Seller and Seller Parent shall, nevertheless, indicate whether any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including proposes an upfront cash purchase price in each case the identity excess 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 7.05Purchase Price. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From The Seller agrees that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Seller shall not, and shall direct take all action necessary to ensure that none of the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives not toshall, directly or indirectly, except as expressly contemplated by this Agreement: (Aa) solicit, negotiate withinitiate, provide consider, encourage or accept any nonpublic information regarding the Company’s business, other proposals or enter into offers from any Contract with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC and its affiliatesi) relating to a potential any direct or indirect acquisition or purchase of all or substantially all any portion of the equity interests capital stock of the Company or any of its Subsidiaries or assets of the CompanyCompany or any of its Subsidiaries, whether by merger, sale other than inventory to be sold in the ordinary course of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)consistent with past practice, (Bii) to enter into any agreement regardingmerger, continue consolidation or other business combination relating to the Company or any of its Subsidiaries or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries other than the Restructuring; or (b) participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way 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 shall, Seller immediately shall cease and shall direct its Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. The Company also agrees that it will promptly request each person (Seller shall notify the Buyer promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer, or any inquiry or other than the parties hereto and their respective Representatives) that has prior contact with any Person with respect thereto, is made. Any such notice to the date hereof executed a confidentiality agreement Buyer shall indicate in connection with itsreasonable detail the identity of the Person making such proposal, his offer, inquiry or her consideration other contact and the terms and conditions of acquiring such proposal, offer, inquiry or other contact. The Seller shall not, and shall cause the Company and each of its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to return which the Seller 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 Subsidiaries is a party, without the 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 written consent 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. 2.1 In consideration of the Purchaser granting the Put Option on the terms of the Put Option Deed, each of the Sellers agrees and undertakes that it shall not and, to the extent that it is in its power to do so, shall procure that its Representatives shall not, from the date hereof: (a) From the date of this Agreement and ending on the earlier of enter into, participate in or continue discussions or negotiations with any Third Party in connection with or with a view to agreeing or implementing an Alternative Transaction; (ib) the Closing and allow any Third Party (iior its Representatives) the termination of this Agreementto have access (or continued access) or otherwise provide to any Third Party (or its Representatives) any information in connection with or with a view to agreeing or implementing an Alternative Transaction, the Company shall notor otherwise co-operate with, and shall direct its Representatives not toassist or participate in any approach, directly proposal or indirectly, offer in connection with or with a view to agreeing or implementing an Alternative Transaction; (Ac) solicit, negotiate with, provide any nonpublic information regarding the Company’s business, initiate or enter into any Contract with, encourage offers or expressions of interest from Third Parties in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating connection with or with a view to a potential acquisition of all agreeing 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 (implementing an “Alternative Transaction”), ; or (Bd) enter into any agreement regardingor arrangement (whether or not conditional) in connection with or with a view to agreeing or implementing an Alternative Transaction. 2.2 Each of the Sellers warrants and undertakes to the Purchaser that: (a) neither it nor any other member of its Group nor any of its Representatives is, continue or otherwise participate as at the date of this Deed, in any discussions regardingnegotiations in connection with, or furnish with a view to any person any information with respect toagreeing or implementing, or cooperate in any way that would otherwise reasonably be expected 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 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 Third Party and 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 such negotiations which commenced 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 this Deed have been terminated; and (b) prior to the date hereof. If the Company or of this Deed neither it nor any other member of its Representatives receives Group has entered into any inquiry binding arrangements or proposal agreements, whether or not conditional, with respect any Third Party to an effect any Alternative Transaction at any time prior to Transaction. 2.3 This Deed, and the Closingobligations contained in it, then shall come into force on the Company shall promptly date of this Deed and LON4379624t3erminate upon the earlier of (and in no event later than one the Exclusivity Period): (1a) Business Day after the Company become aware date of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale termination of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC Put Option 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 terms of the person making such inquiry or proposal. Without limiting Put Option Deed; (b) if the foregoingPut Option is not duly exercised by the Sellers, the parties agree that any violation expiry date of the restrictions set forth Put Option Period; (c) the Closing Date, or if earlier the date of termination of the SPA in this Section 7.05(aaccordance with the terms of the Put Option Deed or of the SPA; (d) by the Company or its Representatives shall be deemed to be a any 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 7.05the Put Option Deed or of the SPA by the Purchaser which is material in the context of the Proposed Transaction; (f) the CDS Condition is not satisfied in the terms set out in clause 4 of the SPA by the date set out therein. (b) From and after the date hereof until the Effective Time or, if earlier, the 2.4 Upon termination of this AgreementDeed, BCAC all obligations of the Parties under this Deed shall terminate except for the provisions of this clause 2.3 and clauses 5 (Costs), 6 (Third party rights) and 7 (Governing law and Jurisdiction), provided that any rights and liabilities of the Parties which have accrued under this Deed prior to termination (including, without limitation, under clause 2.8) shall continue to exist. 2.5 Neither the Sellers nor any of their respective Affiliates, nor any other person, shall be under any obligation or commitment to exercise the Put Option or to enter into any further agreement in relation to, or to enter into or continue any discussion or negotiation with regard to, the Proposed Transaction, or to accept any proposal or offer in relation to the Proposed Transaction. This Deed shall not takeconstitute, nor should it be construed to constitute, exercise of the Put Option, or acceptance of any other proposal or offer in relation to the Proposed Transaction. The Sellers agree with the Purchaser that they shall each exercise their respective right to decline, or fail, to exercise the Put Option at all times acting in good faith. For the purposes of this Deed, ‘good faith’ (bonne foi) shall be construed in accordance with the applicable provisions of French law. 2.6 Notwithstanding any other term of any Transaction Document, the obligations and liabilities of LSEG and LCH under this Deed, the Put Option Deed and each of the other Transaction Documents are several and, for the avoidance of doubt, neither joint nor joint and several. 2.7 The Purchaser agrees with the Sellers (for the benefit of the Sellers and their respective Affiliates, the members of the DBAG Group and HoldCo) that it permit any of its affiliates or Representatives is not relying upon, and has not been induced to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, grant the Put Option or enter into this Deed, by any agreement withwarranty or representation other than those expressly contained in this Deed and the other Put Option Documents (as defined in the Put Option Deed). For the avoidance of any doubt, neither LCH nor LSEG shall have any liability for or encouragein respect of any breach of any of the warranties given by LCH or LSEG (and the Purchaser shall have no remedy or recourse against LCH or LSEG for any such breach) unless and until the SPA is entered into by all parties to it (and then only on, respond, provide information to or commence due diligence with respect and subject to, any person (other than the Company, its stockholders and/or any terms of their affiliates or Representativesthe SPA), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From During the date Interim Period, neither DLQ Parent nor any member of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall notGroup, shall, and such Persons shall direct its cause each of their respective Representatives not to, without the prior written consent of Parent (which consent may be withheld in the sole and absolute discretion of Parent), directly or indirectly, (Ai) encourage, solicit, negotiate withinitiate, provide engage or participate in negotiations with any nonpublic information regarding Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the Company’s businessefforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Contract withAlternative Transaction or any contract or agreement related to any Alternative Transaction (a “Company Acquisition Agreement”). Immediately following the execution of this Agreement, DLQ Parent and the Company Group, shall, and shall cause each of its Representatives, to terminate any existing discussion or negotiations with any Persons other than Parent, concerning any Alternative Transaction. Each of DLQ Parent and the Company shall be responsible for any acts or omissions of any of its respective Representatives that, if they were the acts or omissions of DLQ Parent or the Company, would be deemed a breach of such party’s obligations under this Section 6.2(a) (it being understood that such responsibility shall be in addition to and not by way of limitation of any manner knowingly encourageright the Parent may have against such Representatives with respect to any such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any proposal of, any person of the following transactions involving DLQ Parent or the Company or their respective Subsidiaries (other than BCAC and its affiliatesthe transactions contemplated by this Agreement or the Additional Agreements): (A) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by any merger, sale of stockconsolidation, sale of assetsshare exchange, business combination or otherwise other similar transaction (an “Alternative Transaction”other than between or among such party and/or its wholly-owned Subsidiaries), (B) enter into any agreement regardingsale, continue lease, exchange, transfer or otherwise participate other disposition of all or a material portion of the assets of such Person or any material portion of the capital stock or other equity interests of such party or its Subsidiaries in any discussions regardinga single transaction or series of transactions, 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 Company, any purchase, lease, exchange, transfer or other acquisition of (1) all or a material portion of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy assets 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) Person by the Company or its Representatives shall be deemed to be a breach (2) any capital stock or other equity interests of this Section 7.05(a) any Person by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction in each case, in a single transaction or series of the terms of this Section 7.05transactions. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From During the period from the date of this Agreement and ending on until the earlier to occur of (i) the Closing and (ii) the termination of this AgreementAgreement in accordance with its terms, the Company Sellers shall not, and shall direct its Representatives not permit any of their Controlled Affiliates (including the Transferred Subsidiaries) or their respective officers, directors, employees, partners, members, managers, equityholders, agents, advisors or other representatives (“Representatives”) to, (a) directly or indirectly, (A) solicit, negotiate with, provide encourage or initiate 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, (Bb) 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 other manner any effort or attempt by any third party to lead to, any Alternative Transaction do or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to 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 seek 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, or (c) furnish any information regarding the parties agree Business to any third party (except the furnishing of information to customers, suppliers, licensors, licensees, distributors and others that any violation have a business relationship with the Business in the Ordinary Course of Business consistent with past practice for purposes of facilitating 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 CompanyBusiness’s ordinary business activities). For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and Promptly after the date hereof until the Effective Time or, if earlier, the termination execution of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Sellers shall, and shall cause its affiliates their Controlled Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any person (other than third party that may be ongoing with respect to any Acquisition Proposal and shall request each third party that has been provided by or on behalf of Sellers or their Controlled Affiliates any confidential information regarding the CompanyBusiness and the Transferred Subsidiaries in connection with considering an Acquisition Proposal to return or destroy all such confidential information. In the event that Sellers or any of their Controlled Affiliates or Representatives receives an inquiry, its stockholders proposal or offer with respect to an Acquisition Proposal on or after the date hereof and their respective affiliates and Representatives) conducted prior to the date hereof Closing, Sellers will provide Buyer with respect to, or which is reasonably likely to give rise to or result in, a prompt (and in any event within one (1) Business Combination ProposalDay) notice thereof.

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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC GigCapital5 shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC GigCapital5 shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From Seller agrees that between the date of this Agreement Effective Date and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to Section 9.1, Seller will not, will not permit the Company shall notto, and shall direct will take all action necessary to ensure that none of its or the Company’s Affiliates or any of their respective Representatives not to, directly or indirectly, will: (Aa) solicit, negotiate withinitiate, provide encourage, pursue or accept any nonpublic information regarding other proposals or offers from any Person (other than Buyer and its Affiliates) relating to the acquisition or purchase of all or any substantial portion of the Business or the Company’s businessassets, whether effected by sale of assets, sale of stock, merger, reorganization, equity exchange or issuance, business combination or otherwise, other than Inventory to be sold in the ordinary course of business consistent with past practice; or (b) participate in any negotiations, or enter into initiate any Contract withdiscussions, conversations or other communications (or continue any discussions, conversations or other communications initiated by others) regarding, or in furnish to any manner knowingly encourage, any proposal of, any person other Person (other than BCAC Buyer and its affiliatesAffiliates and their respective Representatives) relating any information with respect to, or otherwise cooperate in any way with, assist or participate in, facilitate or encourage any effort or attempt by any other Person (other than Buyer and its Affiliates and their respective Representatives) to a potential acquisition seek to do any of the foregoing; provided, however, that with respect to each of the foregoing in clauses (a) and (b), such prohibitions and restrictions will only apply if the Membership Interests or assets of the Company constitute all or substantially all of the equity interests or assets of subject to the Company, whether by merger, sale of stock, sale of assets, business combination proposed transaction; provided that this Agreement (including this Section 5.3) shall remain in effect in connection with any such transaction. Seller will notify Buyer promptly if Seller or otherwise (an “Alternative Transaction”), (B) enter into the Company receives in writing any agreement regarding, continue such proposal or otherwise participate in any discussions regardingoffer, or furnish to any person other written communication, from 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 other Person with respect to any Alternative Transactionsuch a potential acquisition. The Company also agrees that it Seller will notify Buyer 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 if Seller or her consideration of acquiring the Company to return receives in writing any such proposal or destroy all Confidential Information furnished to such person by or on behalf of itoffer, him or her prior to the date hereof. If the Company or any of its Representatives receives other written communication, from any inquiry or proposal other Person 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 7.05potential acquisition. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date of this Agreement and ending on Effective Date, until the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement in accordance with Section 10.1, none of the Sellers nor the Company shall not, and shall direct its Representatives not toshall, 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 the Buyer and its affiliatesthe 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 data room) any information relating to any RSI 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 RSI Company to a Competing Buyer, in all cases 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 any Alternative Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (Cincluding any letter of intent or term sheet) commence, continue relating to a Competing Transaction or renew publicly announce an intention to do so; provided that none of the foregoing restrictions shall prohibit any due diligence investigation regarding any Alternative Transaction; provided, that RSI Company from taking the execution, delivery and performance actions permitted by the exceptions set forth in Section 6.1(a)(xi) of this Agreement and or the Transaction Documents and the consummation related sections of the Transactions Company and Sellers’ Disclosure Letter, and any such action shall not be deemed a violation of this Section 7.05(a7.21(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. (b) From and after the date hereof Effective Date, until the Effective Time or, if earlier, earlier of the Closing or the termination of this AgreementAgreement in accordance with Section 10.1, BCAC the Sponsor and the Buyer shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, (i) solicit, initiate or take any action to solicitfacilitate or encourage any inquiries or the making, initiatesubmission or announcement of, any proposal or offer from any Person or group of Persons other than the Company and the Sellers (and their respective representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Buyer Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Alternative Target regarding a Buyer Competing Transaction; (other than with the Companyiii) furnish (including through any virtual data room) any non-public information relating to Buyer or any of its assets or businesses, its stockholders and their respective affiliates and Representatives) conducted prior or afford access to the date hereof assets, business, properties, books or records of Buyer to an Alternative Target, in all cases for the purpose of assisting with respect or facilitating, or that could otherwise reasonably be expected to lead to, a Buyer Competing Transaction; (iv) approve, endorse or which is reasonably likely recommend any Buyer Competing Transaction; or (v) enter into a Buyer Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to give rise a Buyer Competing Transaction or publicly announce an intention to or result in, a Business Combination Proposaldo so.

Exclusivity. (a) From Seller agrees that between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company Seller shall not, and shall direct take all action necessary to ensure that none of its controlled Affiliates or any of their respective Representatives not to, directly or indirectly, shall: (Ai) solicit, negotiate with, provide sell any nonpublic information regarding of the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, any proposal of, any person CIT Bank Purchased Assets (other than BCAC and its affiliatespursuant to this Agreement) or solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to a potential any direct or indirect acquisition or purchase of all or substantially all any material portion of the equity interests or assets of the CompanyCIT Bank Purchased Assets, whether effected by mergersale of assets, sale of stock, sale merger, exclusive license, or otherwise; provided, however, that Buyers acknowledge and agree that any actions taken by Seller in connection with Servicing and/or resolution or settlement of assets, business combination or otherwise (an “Alternative Transaction”a Transferred Loan shall not be prohibited by this Section 6.15(a), provided such actions are in compliance with Section 6.01; or (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way 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 foregoing. Seller immediately shall not cease and cause to be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative 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. (b) From The Seller shall notify the Buyers promptly, but in any event within twenty-four (24) hours, orally and after in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the date hereof until Buyers shall indicate in reasonable detail the Effective Time oridentity of the Person making such proposal, if earlieroffer, inquiry or other contact and the termination terms and conditions of this Agreementsuch proposal, BCAC offer, inquiry or other contact. Seller shall not takerelease any Person from, nor shall it permit or waive any of its affiliates or Representatives to take, whether directly or indirectlyprovision of, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any confidentiality agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or the CIT Bank Purchased Assets to which Seller is intended or is reasonably likely to give rise to or result ina party, any offer, inquiry, proposal or indication without the prior written consent of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalBuyers.

Exclusivity. (a) From Between the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, no FEMSA Party shall, and each FEMSA Party shall take all action necessary to ensure that none of the Company, any of the Company shall notSubsidiaries or any of their respective Affiliates or representatives shall: (i) solicit, and shall direct its Representatives not toinitiate, directly 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 direct or indirect acquisition or purchase of all or substantially all any portion of the equity interests capital stock of the Company or any of the Company Subsidiaries or assets of the CompanyCompany or any of the Company Subsidiaries, whether by merger, sale other than inventory to be sold in the ordinary course of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)consistent with past practice, (B) to enter into any agreement regardingmerger, continue consolidation or other business combination relating to the Company or any of the Company Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of the Company Subsidiaries (each, an “Acquisition Proposal”); or (ii) participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way 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 foregoing. FEMSA immediately shall not cease and cause to be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transactionof the foregoing. (b) FEMSA shall notify Heineken promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Company also agrees that it will promptly request each person (Any such notice to Heineken shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other than contact and the parties hereto terms and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsconditions of such proposal, his offer, inquiry or her consideration of acquiring other contact. FEMSA shall not, and shall cause the Company and each of the Company Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to return which the FEMSA 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 Subsidiaries is a party, without the Company become aware prior written consent 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 7.05Heineken. (bc) From and after Between the date hereof until of this Agreement and the Effective Time or, if earlier, earlier of the Closing and the termination of this Agreement, BCAC FEMSA shall not takerelease any other party from the terms of the individual confidentiality agreements which FEMSA has signed in connection with the sale of FEMSA Empire or any similar transaction involving the FEMSA Cerveza business, nor including any transaction that would be an Alternative Acquisition Proposal or otherwise. FEMSA’s obligation to enforce the terms of such confidentiality agreements shall it permit include enforcement, if applicable, of specific confidentiality provisions prohibiting such parties from making any of its affiliates or Representatives public statements with regard to takesuch transactions, whether directly or indirectly, taking any action with might force FEMSA to solicit, initiate, continue make a public statement or engage engaging in discussions any form of solicitation of proxies or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence consents with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalvoting securities of FEMSA.

Exclusivity. From the Agreement Date until June 21, 2015 (the “Exclusivity Period”): (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 and its officers shall not, and the Company shall direct not authorize any of its Representatives not todirectors, employees, agents or representatives, including any investment banker, attorney, consultant or accountant (collectively, “Representatives”), to directly or indirectly, (A) solicitsell, negotiate withoffer, provide contract or grant any nonpublic information regarding the Company’s businessoption to sell, pledge, transfer or otherwise dispose of or transfer, or enter into announce the offering of any Contract withdebt securities convertible into, or in exercisable or exchangeable for, shares of capital stock of the Company with terms substantially similar to the Notes (any manner knowingly encouragesuch transaction, a “Competing Transaction”) and; (b) the Company and its officers shall, and the Company shall instruct its Representatives to, cease any discussions and negotiations with any person or entity other than the HH Purchaser regarding any Competing Transaction or 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 toto a Competing Transaction. For the avoidance of doubt, any Alternative Transaction the offer and sale of common 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 preferred stock of the Transactions Company or securities convertible, exercisable or exchangeable for common or preferred stock (excluding any convertible debt securities), or non-convertible debt securities of the Company shall not be deemed a violation of this Section 7.05(a)Competing Transaction if not prohibited under clause (a) above. The In addition, during the Exclusivity Period, the Company shalland its officers shall not, and the Company shall direct its not authorize any Representatives to, immediately cease (i) engage in any and all existing discussions or negotiations with, or provide any confidential or non-public information or data to, any person other than the HH Purchaser relating to a Competing Transaction, (ii) encourage any effort or attempt by any person other than the HH Purchaser to propose or implement a Competing Transaction, or (iii) execute or enter into 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 HH Purchaser, any letter of intent, exclusivity agreement, agreement in principle, purchase agreement, option agreement, or other similar agreement related to a Competing Transaction. Notwithstanding the foregoing, nothing herein shall prevent the Company from offering and their respective Representativesselling the Notes (a) that has prior to its existing investors to the date hereof executed a confidentiality agreement in connection with itsextent required under the terms of any existing rights of first offer or similar existing rights of the Company’s investors (the “Right of First Offer”) and (b) to other investors or potential investors (the “Other Investors”) (1) set forth on Schedule 7.14 hereto, his or her consideration (2) who are existing investors 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 Subsidiaries who do not have the Right of First Offer or proposal (3) with respect the HH Purchaser’s prior written consent, such consent not to an Alternative Transaction at any time prior be unreasonably withheld (it being agreed that it is reasonable for the HH Purchaser to withhold consent if the Closing, then the Company shall promptly (and in no event later than one HH Purchaser (1) Business Day after the Company become aware of is already in discussions with such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement potential investor with respect to the sale of Transactions or (2) has a pre-existing relationship with such potential investor and is planning to contact such potential investor about the Company that prohibits it from considering such inquiry or proposalTransactions), and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposalin connection therewith, 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage engaging in discussions or negotiations with, providing any confidential or enter non-public information or data to, and/or entering into any purchase agreement for the securities offered in the Transactions with, such existing investors or encourage, respond, provide information to other investors or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalpotential investors.

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, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (make a “Business Combination Proposal”) other than filing with the Company, its stockholders Commission on Form 8-K and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than appropriate filings with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalCommission in connection therewith.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company 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. (b) From and after the date hereof until the Effective Time orearlier of (a) the Closing Date, if earlier, and (b) the termination of this AgreementAgreement pursuant to Article IX (the "Exclusivity Period"), BCAC the Company and any Affiliate, officer, director, agent, or representative of the Company shall not takenot, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly: (i) enter into any written or oral agreement or understanding with any Person (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding Another Transaction (as defined below); (ii) initiate or continue any negotiations or discussions with any person or entity (other than the Purchasers and other Persons acceptable to the Purchasers Representative) regarding the possibility of Another Transaction; (iii) submit, any action to solicit, initiate, continue or engage in discussions or negotiations withencourage, participate in, or enter into facilitate any agreement withproposal 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 encouragehas reason to believe, respondwould have any interest in participating in Another Transaction. As used herein, provide information "Another Transaction" means any issuance, sale, exchange, merger, combination, consolidation, recapitalization, or similar transaction involving any of the capital stock, equity interests, long-term debt arrangements, assets or business of the Company (other than sales of inventory in the ordinary course of business). Another Transaction shall be deemed to include the sale of either the Company's Portland operations or commence due diligence with respect to, 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 Person (other than the CompanyPurchasers and other Persons acceptable to the Purchasers Representative) makes any proposal, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiryinquiry 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 5.5 and agree that the Purchasers Representative on behalf of all or some of the Purchasers shall be entitled, proposal or indication of interest, written or oral relating in addition to any business combination transaction (other rights or remedies the Purchasers may have under law or by agreement, to equitable relief, including injunctive relief, in the event of a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representativesbreach of this Section 5.5. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.ARTICLE VI

Exclusivity. (a) From During the period from the date hereof to the earlier of the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement pursuant to Section 10.1 or the Closing Date, the Sellers and the Company shall not, and shall direct its Representatives not authorize or cause any of their Affiliates, agents or representatives or any other Acquired Company to, directly or indirectly, (Aa) solicit, negotiate withinitiate, provide facilitate or encourage any nonpublic information regarding Competing Transaction or any inquiries or the Company’s businessmaking of any proposal that constitutes or could reasonably be expected to lead to a Competing Transaction, 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”), (Bb) enter into any agreement regardinginto, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead with, or execute or enter into any Contract with respect to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Competing Transaction; provided, that the execution, . Upon execution and delivery and performance of this Agreement Agreement, the Sellers and the Transaction Documents and the consummation of the Transactions Company shall not be deemed a violation of this Section 7.05(a). The Company shall, (and shall direct its Representatives cause their respective Affiliates, agents and representatives to, immediately ) cease any and all existing discussions or negotiations with any person Person (other than Purchaser and its Affiliates) conducted heretofore on or before the date hereof with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto Competing Transaction unless and their respective Representatives) that has prior until this Agreement is terminated pursuant 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 7.0510.1. (b) From The Company or the Sellers, as the case may be, shall within two (2) Business Days after receipt thereof by the Sellers or the Company advise Purchaser orally and after the date hereof until the Effective Time or, if earlier, the termination in writing of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates Competing Transaction or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence inquiry with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended could reasonably be expected to result in a Competing Transaction and the material terms of the request, Competing Transaction or is reasonably likely to give rise to or result in, any offer, inquiry, proposal and the Company or indication Sellers shall inform the Person making such inquiry that it is subject to an obligation of interest, written or oral relating to any business combination transactionexclusivity but shall not otherwise respond. (a “Business Combination Proposal”c) other than The Company and the Sellers agree that the rights and remedies for noncompliance with the Companythis Section 6.4 shall include having such provision specifically enforced by any court having jurisdiction, its stockholders it being acknowledged and their respective affiliates agreed that any such breach would cause irreparable injury to Purchaser and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior that money damages would not provide an adequate remedy to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalPurchaser.

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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From Except as set forth on Schedule 9.03(a), 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) 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 Buyer or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning: (i) any merger, consolidation, share exchange, business combination, or other similar transaction; (ii) any sale lease, exchange, transfer or other disposition of all or substantially all a material portion of the equity interests or assets of the CompanyCompany or its Subsidiaries or any capital stock or other equity interests of the Company or its Subsidiaries in a single transaction or series of transactions; or (iii) any purchase, whether lease, exchange, transfer or other acquisition of (A) all or a material portion of the assets of any Person by mergerthe Company or its Subsidiaries or (B) any capital stock or other equity interests of any Person by the Company or its Subsidiaries, sale in each case, in a single transaction or series of stocktransactions (each such acquisition transaction, sale but excluding, for the avoidance of assetsdoubt, business combination or otherwise (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, 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(a9.03(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 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 that 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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC Buyer shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than the Company, its stockholders and/or shareholders or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates Affiliates and Representatives; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(b). BCAC Buyer shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which that is reasonably likely to give rise to or result in, a Business Combination Proposal. (c) Each of Buyer and the Company acknowledges and agrees that, for purposes of determining whether a breach of this Section 9.03 has occurred, the actions of each Party’s respective Affiliates and Representatives shall be deemed to be the actions of such Party, and each Party shall be responsible for any breach of this Section 9.03 by any of such Party’s Affiliates or Representatives.

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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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. (b) From and after the date hereof of this Agreement until the Effective Time orClosing, if earlier, the termination of this Agreement, BCAC shall not neither Buyer nor its Affiliates will take, nor shall it permit any of its affiliates or Representatives agree or commit to take, whether directly or indirectly, any action for the purpose of impeding the ability of Buyer to solicit, initiate, continue consummate the transactions contemplated by this Agreement or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalAncillary Agreement.

Exclusivity. (a) From During the date Interim Period, PGHL shall not take, nor shall it permit any of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementits Affiliates or Representatives to take, the Company shall not, and shall direct its Representatives not to, whether directly or indirectly, (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 FTAC and/or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning any purchase of all or substantially all a material portion of PGHL’s equity securities or the issuance and sale of any securities of, or membership interests in, PGHL or its Subsidiaries (other than any purchases of equity interests securities by PGHL from employees of PGHL or its Subsidiaries) or any merger or sale of substantial assets involving PGHL or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business or transactions permitted by Section 7.01(d) (each such acquisition transaction, but excluding the CompanyTransactions, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Acquisition Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company PGHL shall, and shall direct cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to, or which is reasonably likely to give rise to or result in, an Alternative 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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC FTAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than the CompanyPGHL, its stockholders shareholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) other than with the CompanyPGHL, its stockholders shareholders and their respective affiliates Affiliates and Representatives. BCAC FTAC shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date Except as otherwise consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) or in connection with a merger, consolidation or sale of substantially all of Seller’s business (a “Seller Change of Control”) (provided, that in connection with a Seller Change of Control, Seller shall cause this Agreement and ending on the earlier to be contractually assumed or assumed by operation of (i) law), Seller agrees that prior to the Closing and (ii) or, if applicable, the termination of this Agreementthe Agreement in accordance with its terms), the Company Seller shall not, and shall direct take all action necessary to ensure that none of its subsidiaries or any of their respective Representatives shall, and shall not authorize its subsidiaries or any of their respective Representatives to, directly or indirectly, : (Ai) solicit, negotiate withinitiate, provide consider, encourage or accept any nonpublic information regarding the Company’s business, other proposals or enter into offers from any Contract with, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) Person relating to a potential any direct or indirect acquisition or purchase of all or substantially all any portion of the equity interests Specified Business or assets of the CompanyPurchased Assets, whether effected by mergersale of assets, sale of stock, sale of assetsmerger or otherwise, business combination or otherwise other than (an “Alternative Transaction”)i) as expressly permitted by Section 5.1, (Bii) enter into any agreement regarding, continue inventory of the Products sold or otherwise disposed of in the ordinary course of business or (iii) non-exclusive licenses granted to Third Party service providers of Seller or its subsidiaries in connection with provision of services in the ordinary course of business; or (ii) participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected way, assist or participate in, knowingly 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 foregoing. Seller immediately shall not cease and cause to be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative 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. (b) From Seller shall notify Purchaser promptly, but in any event within two Business Days, orally and after the date hereof until the Effective Time or, in writing if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates such proposal or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations withoffer, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence inquiry with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof same, with respect to, to the Specified Business or which Purchased Assets is reasonably likely made. Any such notice to give rise to Purchaser shall indicate in reasonable detail the terms and conditions of such proposal offer or result in, a Business Combination Proposalinquiry.

Exclusivity. (a) From During the date Pre-Closing Period, none of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall notor any of its Affiliates, and shall direct its directors, officers, employees, Representatives not toor agents shall, directly or indirectly, (Aa) solicitdiscuss, negotiate withencourage, provide any nonpublic information regarding the Company’s businessnegotiate, undertake, initiate, authorize, recommend, propose or enter into any Contract withinto, whether as the proposed surviving, merged, acquiring or in any manner knowingly encourageacquired corporation or otherwise, any proposal oftransaction involving an investment in, merger, consolidation, recapitalization (or similar transaction), business combination, purchase or disposition of any person material amount of the assets of the Company or any capital stock or other Equity Interest in the Company or any of its Subsidiaries (other than BCAC and its affiliates) relating to a potential acquisition sales of all or substantially all inventory in the ordinary course of business), other than the equity interests or assets of the Company, whether transactions contemplated by merger, sale of stock, sale of assets, business combination or otherwise this Agreement (an “Alternative Acquisition Transaction”), (Bb) enter into any agreement regardingfacilitate, continue encourage, support, solicit or otherwise participate initiate discussions, negotiations or submissions of proposals or offers in any discussions regardingrespect of an Acquisition Transaction, (c) furnish or furnish cause to be furnished to any person Person, any information concerning the business, operations, properties or assets of the Company in connection with respect to, an Acquisition Transaction or (d) otherwise cooperate in any way that would otherwise reasonably be expected to lead towith, or assist or participate in, facilitate or encourage, any Alternative Transaction effort or (C) commence, continue attempt by any other Person to do 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 shall, and shall direct cause its Affiliates, directors, officers, employees, Representatives or agents to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person Person conducted heretofore prior to or on the date of this Agreement with respect to any Alternative Acquisition Transaction, and (ii) within two (2) Business Days hereof, terminate access by any third party (other than Parent and its Representatives and Affiliates) to all online and other data rooms containing information with respect to the Company and demand that any such information provided to any third party be promptly returned or destroyed in accordance with applicable confidentiality agreements. 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 Stockholders’ Representative shall promptly (and in no any event later than one within two (12) Business Day after the Company become aware of such inquiry or proposalDays) notify such person advise Parent in writing that if the Company is subject to Company, any of its Affiliates, or any of its directors, officers, employees or other Representatives receives any proposal for an exclusivity agreement Acquisition Transaction, any request for information 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 Acquisition Transaction or any 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is could reasonably likely be expected to give rise to or result in, a Business Combination Proposalan Acquisition Transaction (including advising Parent of the material terms and conditions of such request, proposal or inquiry).

Exclusivity. (a) From the date of this Agreement and ending on hereof until the earlier of (i) the Closing and (ii) such time as this Agreement is terminated in accordance with its terms, except for the termination of transactions contemplated by this Agreement, the Company and each Parent shall not, and shall cause their respective controlled Affiliates and direct its their Representatives not to, directly or indirectly, (A) solicit, negotiate withencourage, provide any nonpublic information regarding the Company’s businessinitiate, or enter into any Contract withContract, or in any manner knowingly encourage, encourage or entertain the submission of any proposal ofor offer from any Person, any person (other than BCAC and its affiliates) relating to a potential the direct or indirect acquisition of any of the capital stock or other Equity Securities of any member of the Company Group, or all or substantially all any material portion of the equity interests or assets of any of the Companyforegoing, whether by in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of stock, sale of assetsor otherwise, 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 knowingly facilitate in any way that would otherwise reasonably be expected other manner any effort or attempt by any Person to lead todo or seek to do any of the foregoing, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation except in each case for discussions with Subscriber regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and transactions contemplated by the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a)Documents. The Company and each Parent shall, and shall direct its cause their respective Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person Person (other than the Subscriber, as contemplated by the Transaction Documents) conducted heretofore with respect to any Alternative Transactionof the matters addressed in this ‎‎Section 5.04. The Company also agrees In the event 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 Parent receives a proposal regarding any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closingmatters restricted by this ‎‎Section 5.04, then the Company or such Parent, as applicable, shall promptly provide the Subscriber with prompt (and in no any event later than one within 24 hours) written notice of, and all material information relating to, the same. Notwithstanding anything express or implied above in this ‎‎Section 5.04, this ‎‎Section 5.04 shall not be applicable to (1i) Business Day after any acquisition of property or assets by the Company become aware Group in the ordinary course of such inquiry business, (ii) any acquisition of property or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale assets of the Company or any Company Subsidiary by any other wholly owned Company Subsidiary, (iii) the Recapitalization Transactions or (iv) subject to ‎‎Section 10.06, any transaction that prohibits it from considering such inquiry involves a merger or proposalbusiness combination of either Parent, and will provide BCAC with a copy any primary or secondary issuance or sale of Equity Securities of either Parent, or any such written inquiry other disposition of, or proposal other transaction related to, Equity Securities, businesses or a detailed summary assets of either Parent or any such verbal inquiry or proposalof their respective Subsidiaries other than, 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 claritycase, the Company may inform Units or any person making an unsolicited proposal regarding an Alternative Transaction property or assets of the terms of this Section 7.05Company Group. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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

Exclusivity. (a) From the date of this Agreement and ending on hereof until the earlier of (i) the Closing and (ii) the termination of this AgreementAgreement or the Closing, the Company shall not, and shall direct cause its Representatives officers, directors, Affiliates, managers, consultant, employees, representatives and agents (“Representatives”) not to, directly or indirectly, (Ai) encourage, solicit, negotiate withinitiate, provide engage or participate in negotiations with any nonpublic information regarding Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the Company’s businessefforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend 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 Contract related to any Alternative Transaction; provided, that . Immediately following the execution, delivery and performance execution 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 shall direct cause each of its Representatives toRepresentatives, to immediately cease terminate any and all existing discussions discussion or negotiations with any person conducted heretofore with respect to Persons other than Parent and Sponsor concerning any Alternative Transaction. The Company also agrees shall be responsible for any acts or omissions of any of its respective Representatives that, if they were the acts or omissions of the Company, would be deemed a breach of its obligations hereunder (it being understood that it will promptly request each person such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against such Representatives with respect to any such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving the Company (other than the parties hereto and their respective Representativestransactions contemplated by this Agreement): (A) that has prior to any merger, consolidation, share exchange, business combination or other similar transaction or (B) any sale, lease, exchange, transfer or other disposition of all or a material portion of the date hereof executed a confidentiality agreement in connection with its, his or her consideration assets 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 sales of inventory in the ordinary course of business) or any class or series of the capital stock or other equity interests of the Company, in a single transaction or series of transactions. In the event that there is an unsolicited inquiry or proposal with respect to proposal, or an indication of interest by any Person (other than Parent or any of its Representatives) in entering into, an Alternative Transaction at any time prior Transaction, communicated in writing to the ClosingCompany or any of its respective Representatives (each, then an “Alternative Proposal”), 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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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 Company Purchaser, release any Person from, 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 waive any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectlyprovision of, any action confidentiality or standstill agreement to solicit, initiate, continue which any Warrantor or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which Group Company is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalparty.

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 7.05. (b) From 6.6 and after the date hereof until the Effective Time or, if earlier, the termination will promptly deliver a copy of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior such notice to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalPurchasers.

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 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 third 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”Governmental Authorities) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalsuch proposed matters.

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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, take any action to solicit, initiate, continue encourage or engage facilitate the making or submission of any proposal or offer from any Person relating to the acquisition, directly or indirectly, of any Company Entity, the Business or, other than in discussions the Ordinary Course of Business, any material assets of the Business, other than in connection with the consummation of the transactions under this Agreement. The Sellers hereby confirm to the Buyer that, as of the date hereof, all discussions, negotiations and other activities with any other Person by or negotiations withon behalf of the Sellers of any Company Entity or otherwise with respect to the Business or, other than in the 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 enter into other transaction involving the Business. The Sellers shall notify the Buyer of any agreement with, inquiry or encourage, respond, provide information to proposal received by the Sellers or commence due diligence any Company Entity with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than such transaction within 24 hours of receipt or awareness of the same. The Sellers agree that the rights and remedies for noncompliance with the Companythis Section 5.8 shall include having such provision specifically enforced by any court having equity jurisdiction, its stockholders it being acknowledged and their respective affiliates and Representatives. BCAC shall, and agreed that any such breach or threatened breach shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior irreparable injury to the date hereof with respect to, or which is reasonably likely Buyer and that money damages would not provide an adequate remedy to give rise to or result in, a Business Combination Proposalthe Buyer.

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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, written or oral, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than Acquiror and/or any of its Affiliates or Representatives) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any 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 substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”), or commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any 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 Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(a). The Company shall, and shall direct its Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions, conversations, negotiations or other communications with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction, and request the prompt return or destruction of all confidential information previously furnished, in each case with respect to 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 violate any agreement, understanding or arrangement, whether written or oral, to which the Company or (to the Company’s Knowledge) any of its Affiliates are currently bound. (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, written or oral, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its stockholders Company and/or any of their affiliates its Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) other than with the Company, Company and its stockholders and their respective affiliates Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.04(b). BCAC Acquiror shall, and shall cause its affiliates 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 (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, and request the prompt return or destruction of all confidential information previously furnished, in each case with respect to any of the foregoing. Acquiror represents and warrants to the Company that this Section 9.04(b) does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which Acquiror or any of its Affiliates are currently bound. Solely for purposes of this Section 9.04(b), the term “Affiliates” shall exclude any special purpose acquisition companies that are Affiliates of Acquiror.

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 the Company or 6.8 will restrict Seller from complying with its Representatives shall be deemed obligations 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior bcIMC pursuant to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalStockholders Agreement.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) Effective Date until the Closing and (ii) the termination of this AgreementDate, the Company Seller shall not, and shall direct cause its Subsidiaries and its and their respective Representatives not toand any other Person acting on its or their behalf to not, directly or indirectly, (Aa) solicit, negotiate withinitiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations or communications, or continue any discussions, negotiations communications, contract or understandings, whether written or oral or binding or non-binding, or provide any nonpublic information regarding or afford access to the Company’s businessproperties, books or enter into records of the Target Companies or relating to the Business to any Contract with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC and Buyer or its affiliatesAffiliates or Representatives), in each case, concerning a sale (or possible sale) relating to a potential acquisition of all or substantially all any part of the equity interests Business, the Transferred Assets or assets of the CompanyTarget Companies, whether by such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of stock, sale assets (including all or a material portion of assets, business combination the assets or any interest therein) or otherwise (an “Alternative Transaction”), (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect agree to, accept, approve, endorse or cooperate in recommend (or propose or announce any way that would otherwise reasonably be expected intention or desire to lead toagree to accept, approve, endorse or recommend) any Alternative Transaction or (Cc) commence, continue or renew any due diligence investigation regarding submit any Alternative Transaction; provided, that 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 vote 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 proposalstockholders. 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Seller shall, and shall cause its affiliates Subsidiaries and its and their respective Representatives to, immediately cease discontinue any and all existing discussions ongoing communications or negotiations with relating to any person Alternative Transaction and instruct each other participant in the sale process to return or destroy any confidential information of Seller and its Subsidiaries (and terminate access to any data room for each such other than with participant). Seller shall promptly notify Buyer in the Companyevent that it or its Subsidiaries or Representatives receives any request for information, its stockholders proposals, inquiries or other contact from any Person relating to an Alternative Transaction (including the identity of such Person, the material terms of any proposal and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalreasonable summary of all communications).

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) until 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this AgreementAgreement in accordance with its terms, BCAC Seller Parties shall not, and shall cause their Representatives not taketo, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly: (i) initiate or knowingly solicit the submission of any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any action to solicit, initiate, continue Acquisition Proposal (as hereinafter defined) or engage in any discussions or negotiations withwith respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, stock purchase agreement, asset purchase agreement, license agreement, or stock exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement withor agreement in principle requiring Seller Parties to abandon, terminate or encourage, respond, provide information fail to consummate the Agreement or commence due diligence with respect to, any person (other than the Company, its stockholders and/or breach their obligations hereunder or propose or agree to do any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representativesforegoing. BCAC Seller Parties shall, and shall cause its affiliates and their Representatives to, immediately cease and take any and all existing discussions solicitation, knowing encouragement, discussion or negotiations negotiation with any person (other than with the Company, its stockholders and Persons conducted by Seller Parties or any of their respective affiliates and Representatives) conducted Representatives prior to the date hereof of this Agreement with respect toto any Acquisition Proposal. (b) For purposes of this Agreement, “Acquisition Proposal” means any bona fide offer or proposal, or which any indication of interest in making a bona fide offer or proposal, made by a Person or group at any time that is reasonably likely structured to give rise permit such Person or group to acquire, in one transaction or result a series of transactions, beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a Business Combination Proposalwhole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, license of assets (including any Owned Intellectual Property) outside the ordinary course of business, tender offer or exchange offer or similar transaction, in each case other than the transactions contemplated hereby.

Exclusivity. (a) From the date of this Agreement and ending on Execution Date until the earlier of (i) the Closing and (ii) or the termination of this AgreementAgreement in accordance with Section 9.1, the Company and its Affiliates shall not, and shall direct its Representatives cause their Subsidiaries and their respective representatives not to, directly or indirectly, (Ai) solicit, negotiate withinitiate or take any action to knowingly 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 EQV and its affiliatesthe Sponsor (and their respective representatives, acting in their capacity as such) relating (a “Competing Buyer”) that may constitute, or would 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 data room) any information relating to any Group Company or any of their 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, in all cases for the purpose of assisting with respect toor facilitating, or cooperate in any way that would otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Alternative Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (Cincluding any letter of intent or term sheet) commence, continue relating to a Competing Transaction 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 publicly announce an intention 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 7.05do so. (b) From and after the date hereof Execution Date, until the Effective Time or, if earlier, earlier of the Closing or the termination of this AgreementAgreement in accordance with Section 9.1, BCAC the EQV Parties, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not taketo, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, (i) solicit, initiate or take any action to solicitknowingly facilitate or encourage any inquiries or the making, initiatesubmission or announcement of, any proposal or offer from any of the EQV Parties, the Sponsor, any Person or group of Persons other than the Company and the Company Unitholders that may constitute, or would reasonably be expected to lead to, a EQV Party Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in in, any discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or regarding a EQV Party Competing Transaction; (iii) commence due diligence with respect to any Person, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a EQV Party Competing Transaction; (iv) approve, endorse or recommend any person EQV Party Competing Transaction; or (other than the Companyv) enter into a EQV Party Competing Transaction or any agreement, its stockholders and/or arrangement or understanding (including any letter of their affiliates intent or Representatives), concerning, term sheet) relating to a EQV Party Competing Transaction or which is intended or is reasonably likely publicly announce an intention to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposaldo so.

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 with, provide any nonpublic information regarding the Company’s businessinquiries or proposals from, 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicitnegotiate, initiate, continue enter into or engage participate in discussions or negotiations with, or enter into any agreement with, or encourage, respond, cooperate with or provide any information to or commence due diligence with respect to, any person 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 debt arrangements in effect as of the date hereof) or equity financing of, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction the Business (a “Business Combination ProposalCompeting Transaction”), or (b) participate in, encourage or continue any ongoing discussions or negotiations on or after the date hereof regarding any Competing Transaction. Seller and its Representatives shall immediately upon the execution of this Agreement terminate any existing or continuing activities described in the preceding sentence. Seller hereby represents that, as of the 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 Agreement, confidentiality agreements with the Company, its stockholders and their respective affiliates and Representativesthird parties that are currently in effect or as otherwise expressly contemplated by this Agreement. BCAC Seller shall, and shall cause its affiliates and Representatives to, immediately cease notify Purchaser promptly of any oral or written expression of interest, inquiry or proposal by any third parties to Seller or any of its Representatives with respect to a Competing Transaction, and all existing discussions or negotiations with any person shall disclose to Purchaser on a reasonably detailed basis the contents thereof (other than with the Companyidentity of such third party), its stockholders and their respective affiliates and Representatives) conducted prior except to the date hereof with respect toextent such disclosure is prohibited by Seller’s obligations under confidentiality agreements in effect on September 6, or which is reasonably likely to give rise to or result in, a Business Combination Proposal2012.

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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shallrequest, and shall cause its affiliates include a true and Representatives tocomplete copy of such Proposal, immediately cease any and all existing discussions inquiry or negotiations with any person (other than with the Companyrequest, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalif in writing.

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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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) 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 SPAC 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 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, that 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(a‎Section 9.03(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 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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC SPAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than the Company, its stockholders shareholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) other than with the Company, its stockholders shareholders and their respective affiliates Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this ‎Section 9.03(b). BCAC SPAC shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier occurs of (i) the Closing and (ii) or the termination of this Agreement, none of the Seller, any Acquired Company, nor any of their respective directors, officers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall notinitiate, and shall direct its Representatives not tosolicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (Aeach, an "Acquisition Proposal") solicitwith respect to, negotiate with, provide or furnish any nonpublic information regarding the Company’s businessrelating to or participate in any negotiations or discussions concerning, or enter into any Contract with, or in any manner knowingly encourageagreement with respect to, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition or purchase of all or substantially all a substantial portion of the equity interests business, assets, properties, capital stock or assets capital stock equivalents of the CompanyCompany or any of its Subsidiaries (a "Potential Sale"), whether by merger, combination, sale of stock, sale of assets, business combination recapitalization, or otherwise (an “Alternative Transaction”"Acquisition"), (B) or enter into any agreement regardingagreement, continue arrangement or otherwise participate in any discussions regardingundertaking requiring it to abandon, terminate or furnish fail to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that consummate the execution, delivery and performance of transaction contemplated by this Agreement Agreement. The Seller and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives cause each other member of the Company Group to, immediately cease and cause to be terminated any and all existing activities, including discussions or negotiations with any person parties, other than Buyer, conducted heretofore prior to the EXECUTION COPY date hereof with respect to any Alternative TransactionAcquisition Proposal. The Company also agrees that it will promptly request each person shall (other than i) immediately inform Buyer of any inquiries any member of the parties hereto and their respective Representatives) that has prior to Company Group receives after the date hereof executed a confidentiality agreement concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection with itstherewith and (ii) inform the Persons sending such inquiries, his requests or her consideration of acquiring proposals that the Company is bound by an exclusivity arrangement (without any reference to return Buyer, its Affiliates, or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereofits potential financing sources). If The Seller and the Company represent that each is not a party to or bound by any of its Representatives receives any inquiry or proposal agreement with respect to an Alternative Transaction at any time prior to Acquisition Proposal other than under this Agreement. Each of the Closing, then Seller and the Company shall promptly (cause its officers, directors, agents and advisors to comply with the provisions of this Section 5.8. Notwithstanding the foregoing, Seller and Company shall not be prohibited by this Section 5.8 from participating in no event later than one (1) Business Day after negotiations to sell the Company become aware of such inquiry or proposal) notify such person in writing Ashland Facility; provided that the Company is subject to an exclusivity agreement shall keep the Buyer duly apprised of all such negotiations or transactions and provide Buyer 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 information or proposal or a detailed summary of any details regarding 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 transaction as Buyer 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 7.05reasonably request. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date No Hatteras Seller shall, nor shall any Hatteras Seller permit any 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 Affiliates or Representatives not to, directly or indirectly, (Ai) solicitdiscuss, negotiate withencourage, provide any nonpublic information regarding the Company’s businessnegotiate, undertake, initiate, authorize, recommend, propose or enter into any Contract withinto, either as the proposed surviving, merged, acquiring or in any manner knowingly encourageacquired corporation, any proposal oftransaction involving a merger, consolidation, business combination, purchase or disposition directly or indirectly involving the Business or any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all material portion of the equity interests or assets of the Company, whether Hatteras Group or any capital stock of any Hatteras Group member other than the transactions contemplated by merger, sale of stock, sale of assets, business combination or otherwise this Agreement (an “Alternative Acquisition Transaction”), (Bii) enter into any agreement regardingfacilitate, continue encourage, solicit or otherwise participate initiate discussions, negotiations or submissions of proposals or offers in any discussions regardingrespect of an Acquisition Transaction, (iii) furnish, or furnish cause to be furnished, to any person Person any information concerning the Business in connection with respect toan Acquisition Transaction, or (iv) 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 other Person to do or seek any of the foregoing. (b) The Hatteras Sellers shall notify Purchaser orally and in writing as soon as is reasonably practicable after receipt by any Hatteras Seller, or any of their respective Representatives of any proposal, offer or other communication from any Person (other than Purchaser) concerning an Acquisition Transaction or any request for non-public information relating to the Business or for access to the properties or Books and Records of the Hatteras Group by any Person (C) commenceother than Purchaser). Such notice shall indicate the identity of the Person making the proposal or offer, continue or renew any due diligence investigation regarding any Alternative Transaction; providedintending to make a proposal or offer or requesting non-public information or access to the books and records of the Hatteras Group, that the execution, delivery and performance of this Agreement and the Transaction Documents material terms of any such proposal or offer and the consummation copies of the Transactions shall not be deemed a violation of this Section 7.05(a). any written proposals or offers or amendments or supplements thereto. (c) The Company Hatteras Sellers shall, and shall direct its cause their Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person Persons (other than Purchaser) conducted heretofore with respect to any Alternative Acquisition Transaction. The Company also agrees that it will promptly request each person (other than Hatteras Group shall not release any third party from the parties hereto confidentiality 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 standstill provisions of any such written inquiry or proposal or agreement to which the Hatteras Group is a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05party. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From 11.5.1 As from the date of this Agreement Signing Date until and ending on including the earlier of (i) the Closing Completion having occurred and (ii) the termination of this Agreementdate that the falls 3 (three) months after the Long Stop Date, the Company Seller shall not, and shall direct its Representatives cause each member of the Seller's Group not to, directly or indirectly, : (Aa) solicit, negotiate withinitiate, provide any nonpublic information regarding encourage or facilitate the Company’s businesssale, assignment, transfer, change of control, divestiture, merger 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 similar transaction involving all or substantially all any material portion of the equity interests equity, debt or assets of the CompanyDivestment Business, whether including the sale or purchase of some or all of the Acquisition Shares, by mergerany Person other than the Purchaser (any such transaction, sale of stockan "Alternate Transaction"); (b) participate, sale of assetscontinue, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in suffer to permit any discussions regardingor negotiations with, or furnish to any person provide any information with respect to, or cooperate in knowingly take any way action to facilitate or promote any inquiries or the making of any proposal that would otherwise constitutes, or may reasonably be expected to lead to, an Alternate Transaction; (c) provide access to any Alternative Transaction Person (other than Purchaser or its Representatives) to, or furnish any such Person with, any information (Cincluding Confidential Business Information) commence, continue in connection with or renew in furtherance of any due diligence investigation regarding Alternate Transaction; (d) engage in any Alternative Communications with any third Person (other than Purchaser or its Affiliates or Representatives) with respect to an Alternate Transaction; providedor (e) enter into any agreement, that the executionagreement in principle, delivery and performance understanding or other similar arrangement with respect to, or in connection with, any Alternate Transaction (including, for avoidance of this Agreement and the Transaction Documents and the consummation doubt, any confidentiality or non-disclosure undertaking in connection therewith). 11.5.2 The Seller, members of the Transactions Seller's Group and their respective Representatives 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 activities, discussions or and negotiations with any person individual or entity conducted heretofore with respect to any Alternative proposal for an Alternate Transaction. The Company also agrees that it will promptly request To the extent permitted under the relevant confidentiality agreements entered into prior to the Signing Date in connection with such Alternate Transaction, from and after the execution of this Agreement, the Seller and each person (other than member of the parties hereto Seller's Group and their respective RepresentativesRepresentatives shall promptly, but in any event within 48 (forty-eight) that has prior to hours, advise Purchaser in writing of the date hereof executed a confidentiality agreement in connection with itsreceipt, his directly or her consideration indirectly, of acquiring the Company to return any inquiries, discussions, negotiations, 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 proposals relating to an Alternative Alternate Transaction at any time prior to (including the Closing, then specific terms thereof and 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 identity of the Company that prohibits it from considering such inquiry other individual or proposal, entity or individuals or entities involved) and will provide BCAC with promptly furnish to Purchaser a copy of any such written inquiry or proposal or in addition to a detailed summary copy of any such verbal inquiry information provided to or proposalby any Third Party relating thereto. 11.5.3 Prior to Completion, including in each case the identity Seller or the applicable member of the person making such inquiry Seller's Group shall: (a) require the prompt destruction or proposal. Without limiting the foregoing, the parties agree that return of any violation of the restrictions set forth Confidential Business Information provided to any third Party 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 connection with an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05.Alternate Transaction; (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit assign to Target any of its affiliates confidentiality or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any standstill agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to an Alternate Transaction executed within the last 24 (twenty-four) months and if assignment is not permissible, use reasonable efforts to enforce its rights under such confidentiality or which is intended standstill agreement if there ever arises an issue with the counterparty thereto; and (c) refrain from waiving or is reasonably likely to give rise to modifying any rights under any confidentiality or result in, any offer, inquiry, proposal or indication of interest, written or oral standstill agreement relating to any business combination transaction an Alternate Transaction, in the case of sub-clause (a “Business Combination Proposal”a) other than with and (b) above, to the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with extent permitted under the Company, its stockholders and their respective affiliates and Representatives) conducted relevant confidentiality agreements entered into prior to the date hereof Signing Date in connection with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalsuch Alternate Transaction.

Exclusivity. (a) From During the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this AgreementInterim Period, the Company 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 SPAC 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 in a Permitted Equity Financing) 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, that 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(a9.03(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 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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC SPAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than the Company, its stockholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(b). BCAC SPAC shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date Agreement Date until the earlier of the termination of this Agreement or the Closing, the Sellers shall not, and ending on shall not authorize or permit any of their Affiliates or Representatives to, directly or indirectly, solicit, encourage, initiate, entertain, review, accept, execute, facilitate, approve, provide any nonpublic information for, consider the merits of, or participate in any negotiations, agreements or discussions with respect to any Competing Proposed Transaction or any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, from any Person, relating to any Competing Proposed Transaction. For purposes hereof, “Competing Proposed Transaction” means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of (i) the Closing and (ii) the Date or 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 Sellers shall promptly (and in no any event later than one within three (13) Business Day Days after receipt thereof by the Company become aware of such inquiry Sellers or proposaltheir Representatives) notify such person advise Purchaser orally and in writing that the Company is subject to an exclusivity agreement of any Competing Proposed Transaction, any request for information with respect to the sale of the Company that prohibits it from considering such any Competing Proposed Transaction, or any inquiry or proposal, and will provide BCAC contact with any Person with respect to or which would reasonably be expected to result in a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposalCompeting Proposed Transaction, including in each case the identity of the person making such inquiry or proposal. Without limiting proposing Person and the foregoing, terms thereof; provided that this provision shall not in any way be deemed to limit the parties agree that any violation obligations of the restrictions Sellers and their Representatives 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 of the terms of this Section 7.05paragraph. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier of (i) the Closing and (ii) Effective Time or the termination of date this AgreementAgreement is terminated pursuant to Section 8.1, the Company Sellers shall not, and shall direct cause each of the Transferred Companies and its and their respective Representatives not to, directly or indirectly, (Ai) solicitinitiate, negotiate withsolicit or encourage the submission of any inquiries, proposals or offers, provide any nonpublic non-public information regarding the Company’s businessor data or access to any Person relating to or in connection with a potential Competing Transaction, or enter into make any Contract withother efforts or attempts that constitute, or in any manner knowingly encourage, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Competing Transaction, or (C) commence, continue or renew engage in any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any person such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company, a Competing Transaction, (iii) enter into any merger agreement, letter of intent or other agreement providing for or relating to a Competing Transaction, (iv) enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to do any of the foregoing. The Company shall immediately cease and cause to be terminated all discussions or negotiations existing as of the date of this Agreement with any Person and any other activities conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior Competing Transaction and, subject to the date hereof executed other provisions of this Section 6.5, will use its commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement to which any of the Transferred Companies is a confidentiality agreement in connection with itsparty, his or her consideration of acquiring including by requesting the Company to prompt return or destroy destruction of all Confidential Information confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such person by or on behalf agreements and to enforce specifically the terms and provisions thereof in a court of itcompetent jurisdiction. In addition, 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 immediately terminate access for all Persons 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Data Room (other than with respect to Buyer or its Representatives). For purposes of this Section 6.5, the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.term “

Exclusivity. (a) From the date of this Agreement Signing Date and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, the Company parties hereto shall not, and shall direct cause their respective subsidiaries and its and their respective Representatives not to, directly or indirectly, (Ai) enter into, solicit, negotiate with, provide initiate or continue any nonpublic information regarding the Company’s business, discussions or enter into any Contract negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any manner knowingly encouragenegotiations with, or provide any proposal ofinformation to, or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of its outstanding capital stock or any conversion, merger, consolidation, liquidation, recapitalization, dissolution or similar transaction involving such party or any of such party’s subsidiaries other than BCAC with the other parties to this Agreement and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise their respective Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company Each party shall, and shall direct cause its subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it Each party will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement Signing Date been provided with Confidential Information in connection with its, his or her its consideration of acquiring the Company an Alternative Transaction to return or destroy all such Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company a party or any of its subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such party becomes aware of such inquiry or proposal) notify such person in writing that the Company such party is subject to an exclusivity agreement with respect to the sale of the Company Transaction that prohibits it such party from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties hereto agree that any violation of the restrictions set forth in this Section 7.05(a) 7.05 by the Company a party or any of its subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.05 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such party. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From The Sellers, the Parent Companies, RRP and RPMC shall, and they each shall cause their respective Representatives and, in the case of the Sellers and the Parent Companies, the Companies, to, immediately cease and cause to be terminated any discussions or negotiations with any third party (other than Buyer and its Affiliates) that may be ongoing as of the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreementhereof with respect to an actual or potential Alternative Transaction. In addition, the Company Sellers, the Parent Companies, RRP, and RPMC shall not, and they each shall direct its cause their respective Representatives and, in the case of the Sellers and the Parent Companies, the Companies, not to, subject to Section 8.8(b) below, (i) directly or indirectly, (A) solicit, negotiate withor initiate or knowingly facilitate or encourage (including by way of furnishing non-public information or providing access to its properties, provide books, records or personnel) any nonpublic information regarding the Company’s businessinquiries regarding, or enter into the making of any Contract withproposal or offer that constitutes, or in any manner knowingly encouragewould reasonably be expected to result in, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (Bii) enter into any agreement regardingor agreement in principle with respect to an Alternative Transaction, continue (iii) engage in negotiations or otherwise participate in any discussions regarding, or furnish or disclose to any person third party any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, however, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to obtaining the ClosingShareholder Approvals, in response to a bona fide Alternative Transaction received by the Sellers or the Sellers’ Representative after the date hereof that was not solicited in violation of this Section 8.8 and that RRP, as the managing shareholder of the Trusts, determines in good faith (after consultation with outside legal counsel and financial advisors) would reasonably be expected A-48 to lead to a Superior Proposal, and, that the failure to take the actions set forth in clauses (x) and (y) below with respect to such Alternative Transaction would be inconsistent with its fiduciary duties under applicable Law and the governing documents of such Seller (as such documents are in effect as of the date hereof), then the Company Sellers’ Representative may (on behalf of Trust I or the Providence Sellers (as applicable)), in response to such Alternative Transaction (x) provide access to its properties, personnel, books and records and furnish information to the Person making such Alternative Transaction and (y) participate in discussions or negotiations with the Person making such Alternative Transaction regarding such Alternative Transaction; provided, that, prior to furnishing such information to or entering into discussions or negotiations with such Person, the Sellers’ Representative shall receive from such Person an executed confidentiality agreement, the terms of which shall be substantially similar to, and not materially less favorable to the Sellers and the Companies than, in the aggregate, those contained in the Confidentiality Agreement; provided, further that the Sellers’ Representative shall promptly (and in no event later than one (1) Business Day after provide to Buyer any non-public information concerning the Company become aware of such inquiry Sellers or proposal) notify such person in writing that the Company is subject Companies not previously provided to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company Buyer or its Representatives shall be deemed that is provided to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person Person making an unsolicited proposal regarding an such Alternative Transaction of the terms of this Section 7.05Transaction. (b) From Notwithstanding any provisions in this Section 8.8 to the contrary, prior to obtaining the applicable Shareholder Approval, RRP, as the managing shareholder of the Trusts, may, in response to a Superior Proposal, (i) withdraw (or not make or continue to make) or modify, or publicly propose to withdraw (or not make or continue to make) or modify, both the Olinda Recommendation and the Providence Recommendation, (ii) enter, or cause the Sellers to enter, into an agreement regarding such Superior Proposal, or (iii) approve or recommend any such Superior Proposal, in each case, if (A) RRP, as the managing shareholder of the applicable Trusts, has determined in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the fiduciary duties of RRP to the holders of shares of the applicable Trusts under applicable Law and the governing documents of such Seller (as such documents are in effect as of the date hereof), (B) (1) the Sellers’ Representative has given the Buyer three (3) days prior written notice of RRP’s intention, as the managing shareholder of the applicable Trusts, to take such action (it being understood and agreed that any change to the consideration offered or other material terms of such Superior Proposal shall require an additional notice to Buyer and a new three (3) day notice period) and (2) RRP shall have considered in good faith (after consultation with its outside legal counsel and financial advisors) any changes or revisions to this Agreement proposed in writing by Buyer and shall not have determined that the Superior Proposal would no longer constitute a Superior Proposal if such changes were to be given effect and (3) the Sellers and the Companies (as applicable) shall have complied in all respects with their obligations under this Section 8.8 and (C) the Sellers’ Representative shall have terminated this Agreement in accordance with the provisions of Section 13.1(d) hereof and shall have paid to Buyer the termination fee and expenses in accordance with Section 13.2(c). None of the Sellers nor the Companies shall, after the date hereof until hereof, enter into any confidentiality agreement that would prohibit it from providing any of the Effective Time or, if earlier, above information to the termination Buyer. (c) For purposes of this Agreement, BCAC shall not take“Alternative Transaction” means any proposal or offer, nor shall it permit in each case made in writing, from any third party, relating to, in a single transaction or a series of related transactions, any (a) merger, consolidation, business combination, reorganization, share exchange, spin-off, split-off, recapitalization, liquidation, dissolution or similar transaction involving a direct or indirect acquisition of 20% or more of the assets (based on fair market value) of any of its affiliates the Providence Companies or Representatives to takeany of the Olinda Companies, whether or (b) the acquisition (including by way of tender or exchange offer) in any manner, directly or indirectly, any action to solicit, initiate, continue of over 20% of the Equity Interests of or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person the consolidated assets (other than the Company, its stockholders and/or based on their fair market value) of any of their affiliates the Olinda Companies or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalProvidence Companies.

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 Seller shall not, and shall direct its cause the Company Entities and their respective Representatives not to, solicit, initiate, encourage, discuss or negotiate with any other Person a possible sale (directly or indirectly) of the Seller Business, in the form of a sale of all or any material portion of the Seller’s assets related to the Seller Business, including any sale of the Company Entities (Aother than the sale of inventory in the ordinary course of business) solicit, negotiate with(an “Acquisition Proposal”), provide any nonpublic information regarding to any other Person concerning such business (other than information which the Company’s Company Entities provides to other Persons in the ordinary course of business, so long as the Seller has no reason to believe that the information may be utilized to evaluate an Acquisition Proposal) or enter into an agreement, arrangement or understanding, whether written or oral, with any Contract with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC and its affiliatesthe Buyer) 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 Acquisition Proposal. The Seller and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company Entities shall, and shall direct its cause each of their Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, negotiations and other communications with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will such Acquisition Proposal and promptly request each person (other than but in any event within five Business Days) after the parties hereto and their respective Representatives) that has date of this Agreement, if not already done so prior to the date hereof executed of this Agreement, instruct any Person who entered into a confidentiality agreement with the Seller that has not expired or been terminated in connection with its, his any actual or her consideration of acquiring the Company potential Acquisition Proposal to return or destroy all Confidential Information furnished to such person by information 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 documents in accordance with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) by the Company or its Representatives shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) such confidentiality agreement. From and after the date hereof until the Effective Time or, if earlierhereof, the termination Seller shall promptly inform the Buyer of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, contact with any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, third party relating to or which is intended or is reasonably likely the foregoing, and promptly communicate to give rise to or result in, the Buyer the terms of any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (inquiry which a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to Company Entity may receive after the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination an Acquisition Proposal.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this Agreement, the Company shall not, and shall direct cause its Representatives not to, directly or indirectly, (i) enter into, solicit, 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 information 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 (A) solicit, negotiate with, provide any nonpublic information regarding sale of assets of the Company equal to 15% or more of the Company’s businessassets or to which 15% or more of the Company’s revenues or earnings are attributable, (B) the issuance or enter into acquisition of 15% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 15% or more of the combined voting power of the Company or (C) 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 15% 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 TortoiseCorp and its Representatives (an “Alternative Transaction”), (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (Ciii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a)7.05. The Company 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 its 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 it 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 them from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a) 7.05 by the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 7.05 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From the date of this Agreement and ending on Until the earlier occurs of (i) the Closing and (ii) or the termination of this Agreement, none of the Sellers, the Company, nor any of their respective directors, officers, employees, agents, representatives, shareholders or Affiliates (collectively, the "Company Group") shall notinitiate, and shall direct its Representatives not tosolicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (Aeach, an "Acquisition Proposal") solicitwith respect to, negotiate with, provide or furnish any nonpublic information regarding the Company’s businessrelating to or participate in any negotiations or discussions concerning, or enter into any Contract with, or in any manner knowingly encourageagreement with respect to, any proposal of, any person (other than BCAC and its affiliates) relating to a potential acquisition or purchase of all or substantially all a substantial portion of the equity interests business, assets, properties, capital stock or assets capital stock equivalents of the CompanyCompany or any of its Subsidiaries (a "Potential Sale"), whether by merger, combination, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”)otherwise, (B) or enter into any agreement regardingagreement, continue arrangement or otherwise participate in any discussions regardingundertaking requiring it to abandon, terminate or furnish fail to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that consummate the execution, delivery and performance of transaction contemplated by this Agreement Agreement. The Sellers and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives cause each other member of the Company Group to, immediately cease and cause to be terminated any and all existing activities, including discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (parties, other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsBuyer, 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect toto any Acquisition Proposal. The Company or the Sellers shall (i) immediately inform Buyer of any inquiries any member of the Company Group receives after the date hereof concerning an Acquisition Proposal or Potential Sale and provide Buyer with copies of all correspondence or other documents received in connection therewith, and (ii) inform the Persons sending such inquiries, requests or proposals that the Company is bound by an exclusivity arrangement (without any reference to Buyer, its Affiliates, or which its potential financing sources). The Sellers and the Company represent that each is reasonably likely to give rise not a party to or result inbound by any agreement with respect to an Acquisition Proposal other than under this Agreement. Each of the Sellers and the Company shall cause its officers, a Business Combination Proposaldirectors, agents and advisors to comply with the provisions of this Section 5.5.

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 cause its Affiliates and 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, (i) any merger or sale of ownership interests in, or in any manner knowingly encourage, any proposal material assets of, the Company or any person of its Subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries, or (other than BCAC and its affiliatesii) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Companyany financing, whether by investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of stockthe Company or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), sale of assets, business combination or otherwise (an collectively “Alternative TransactionCompany Competing Transactions”). In addition, the Company will (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 will cause its Affiliates 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 ) promptly cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Alternative Company 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 48 hours after the Company become becoming aware of such inquiry inquiry, proposal, offer or proposalsubmission) notify such person in writing that Parent if the Company is subject (or, to an exclusivity agreement the Company’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to the sale of the a 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, Competing Transaction (not including in each case the identity of the person Person making such inquiry or submitting such proposal. Without limiting , offer or submission), after the foregoingexecution and delivery of this Agreement, the parties agree that any violation and will inform Parent 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 principal terms of the terms of this Section 7.05inquiry, proposal, offer or submission. (b) From and after the date hereof of this Agreement until the Effective Time orClosing, if earlier, or the earlier termination of this AgreementAgreement in accordance with ARTICLE VII, BCAC shall Parent and Merger Sub will not take, nor shall it permit any of (and will cause its affiliates or Affiliates and Representatives to take, whether directly or indirectly, any action to not to) solicit, initiate, enter into, or continue discussions, negotiations, or engage in discussions transactions with, or negotiations withencourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any agreement withtransaction relating to (i) any merger or sale of ownership interests in, or encouragematerial assets of, respondParent or a Subsidiary (including Merger Sub), provide information to or commence due diligence a recapitalization, share exchange, or similar transaction with respect toto Parent or a Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any person other similar transaction that would restrict, prohibit or inhibit Parent or Merger Sub from being able to consummate the Transactions contemplated by this Agreement (other than the Company, its stockholders and/or any of their affiliates or Representativestransactions in subsections (i) and (ii), concerningcollectively “Parent Competing Transactions”). In addition, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Parent and Merger Sub will (a “Business Combination Proposal”) other than with the Company, its stockholders and will cause their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates Affiliates and Representatives to, immediately ) promptly cease any and all existing discussions or negotiations with any person Person conducted heretofore with respect to any Parent Competing Transaction. For the avoidance of doubt, all transactions concerning the acquisition of the Hotels by the Parent shall not be deemed to be a Parent Competing Transaction. Parent and Merger Sub will promptly (other and in no event later than with 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify the CompanyCompany if Parent or Merger Sub (or, its stockholders and to Parent’s Knowledge, any of their respective affiliates and Affiliates or Representatives) conducted prior to the date hereof receives any inquiry, proposal, offer or submission with respect toto a Parent Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or which is reasonably likely to give rise to submission), after the execution and delivery of this Agreement, and will inform the Company of the principal terms of the inquiry, proposal, offer or result in, a Business Combination Proposalsubmission.

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 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC Truist shall not takebe responsible for any actions taken by either Stone Point, nor shall it permit CD&R or any of its affiliates investment funds or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations investment vehicles affiliated with, or enter into any agreement withmanaged or advised by, Stone Point or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalCD&R that may contravene this ‎Section 5.07.

Exclusivity. (a) From and after the date hereof until the Closing or, if earlier, the valid termination of this Agreement and ending on in accordance with Section 10.01, but only to the earlier extent not inconsistent with the fiduciary duties of the SPAC Board, (i) the Closing and (ii) the termination of this Agreement, the Company shall SPAC will not, and shall will direct its Representatives acting on its behalf not to, directly or indirectly, (A) initiate, seek, solicit, negotiate with, provide any nonpublic information regarding the Company’s business, knowingly facilitate or enter into any Contract with, or in any manner knowingly encourage, any proposal ofsubmit an indication of interest for, any person (other than BCAC and its affiliates) inquiries, proposals or offer to a Competing Seller relating to a potential acquisition of all Competing SPAC Transaction 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 negotiations with a Competing Seller relating 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 a Competing SPAC 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(ii) SPAC will, and shall direct will cause its Representatives to, (A) terminate immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect Competing Seller relating to a Competing SPAC Transaction and (B) promptly advise the Company in writing of any Alternative Transaction. The Company also agrees proposal regarding a Competing SPAC Transaction involving a Competing Seller that it may receive (it being understood that SPAC will promptly request each person (other than the parties hereto and their respective Representatives) that has prior not be required to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring inform 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 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 material terms of this Section 7.05.thereof); (b) From and after the date hereof until the Effective Time Closing or, if earlier, the valid termination of this AgreementAgreement in accordance with Section 10.01, BCAC shall the Company and each Company Subsidiary will not, and will direct their respective Representatives acting on their behalf not taketo, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to (i) initiate, seek, solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, knowingly facilitate or encourage, respond, provide information to or commence due diligence with respect tosubmit an indication of interest for, any inquiries, proposals or offer from any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result ina Competing Transaction, (ii) participate in any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Companyregarding, its stockholders and their respective affiliates and Representatives) conducted prior or furnish or make available to any person any information relating to the date hereof Company or any Company Subsidiary with respect to, a Competing Transaction, other than to make such person aware of the provisions of this Section 8.15(b) or which is reasonably likely (iii) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any person relating to give rise to or result in, a Business Combination ProposalCompeting Transaction.

Exclusivity. (a1) From During the date of this Agreement Interim Period, each Vendor and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall each Guarantor agrees that it will not, and shall direct will cause the Target Corporations and its Representatives and their directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not to, directly or indirectlyindirectly (a) propose, (A) entertain, solicit, negotiate withinitiate or encourage any inquiry, provide proposal, offer or contact 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 Purchaser and its affiliatesaffiliates and representatives) relating to any transaction involving (i) the sale of any shares or other ownership interest or any assets (other than the sale of inventory in the Ordinary Course) or debt of a potential acquisition of all or substantially all of Target Corporation, including the equity interests or assets of Purchased Shares, the CompanyHoligen Nominee Share, whether by and the Nominee Share, (ii) any acquisition, divestiture, merger, sale of stockshare or unit exchange, sale of assetsconsolidation, redemption, financing or similar transaction involving a Target Corporation, or (iii) any similar transaction or business combination or otherwise involving a Target Corporation (in each case, an “Alternative TransactionAcquisition Proposal”), or (Bb) enter into any agreement regarding, continue or otherwise participate in any discussions discussion or negotiation regarding, or furnish to any person any information with respect to, or cooperate assist or facilitate in any way that would otherwise reasonably be expected to lead tomanner, 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 Acquisition Proposal or any of its Representatives receives any inquiry or proposal with respect attempt to make 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 Proposal. (b2) From The Vendors and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Guarantors shall, and shall cause its affiliates and Representatives the Target Corporations to, immediately cease cease, and cause to be terminated, any and all existing contacts, discussions or and negotiations with third parties regarding any person (other than of the foregoing, and the Vendors will notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Proposal and provide Purchaser with the Companydetails thereof (including the Person making such offer, its stockholders inquiry or contact and a copy of all written communication in connection therewith) and their respective affiliates response thereto. The Vendors and Representatives) conducted prior Guarantors shall also immediately cease any access granted to any third party to any information or data room containing any information relating to the date hereof with respect toTarget Corporations, or which is reasonably likely and shall request such third parties to give rise return all such information to or result in, a Business Combination Proposalthe Target Corporations.

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 notNeither Seller shall, and each of them shall direct its cause their respective Affiliates and the Seller 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, knowingly facilitate, enter into, respond to or accept any proposal ofor offer, or provide any person (other than BCAC and its affiliates) relating information 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 any Person or group, concerning a Competing Transaction or any inquiry, proposal or offer that would otherwise reasonably be expected to lead toto a Competing Transaction, or initiate, enter into or continue to participate in any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.05(a). The Company shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore Person or group concerning a Competing Transaction or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Transaction, or agree to or endorse any Competing Transaction or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Transaction. (b) The Parent shall: (i) immediately notify any Person or group with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than which discussions or negotiations of the parties hereto and their respective Representativesnature described in Section 5.4(a) that has prior to are pending as of the date hereof executed a confidentiality agreement in connection with its, his of this Agreement that the Parent is terminating such discussions 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 negotiations; and (ii) promptly (and in no any event later than within one (1) Business Day after the Company become aware of such inquiry Day) terminate access to any online or proposal) notify such person in writing that the Company is subject to an exclusivity agreement other data rooms containing information with respect to the sale Sellers (with respect to the Business), the Business Subsidiary, the Business, the Acquired Assets and the Assumed Liabilities by each Person and its representatives that on or prior to the date of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of this Agreement had access to any such written inquiry online 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person other data rooms (other than the CompanyBuyer, its stockholders and/or Affiliates or any of their affiliates or Buyer Representatives). If either of the Sellers, concerning, relating to the Business Subsidiary or which is intended or is reasonably likely to give rise to or result in, any offer, Seller Representative receives any inquiry, proposal or indication offer of interestthe nature described in Section 5.4(a), written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Parent shall, and shall cause its affiliates and Representatives towithin two (2) Business Days after such receipt, immediately cease any and all existing discussions notify the Buyer of such inquiry, proposal or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposaloffer.

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 notSellers agree that it will not to cause the Target Corporation and its directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and shall direct its Representatives financial advisors, not to, directly or indirectly: (i) propose, (A) entertain, solicit, negotiate withinitiate or encourage any inquiry, provide proposal, offer or contact 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 Purchaser and its affiliatesaffiliates and representatives) relating to a potential acquisition any transaction involving the sale of all any shares or substantially all other ownership interest or any assets (other than the sale of inventory in the Ordinary Course) or debt of the equity interests or assets of Target Corporation, including the CompanyPurchased Shares, whether by any acquisition, divestiture, merger, sale of stockshare or unit exchange, sale of assetsconsolidation, redemption, financing or similar transaction involving the Target Corporation, or any similar transaction or business combination or otherwise involving the Target Corporation (in each case, an “Alternative Transaction”Acquisition Proposal” and for certainty, excluding the Hexagon-IMC Joint Venture), ; or (Bii) enter into any agreement regarding, continue or otherwise participate in any discussions discussion or negotiation regarding, or furnish to any person any information with respect to, or cooperate assist or facilitate in any way that would otherwise reasonably be expected to lead tomanner, 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 Acquisition Proposal or any of its Representatives receives any inquiry or proposal with respect attempt to make 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 Proposal. (b) From The Sellers shall cause the Target Corporation to, immediately cease, and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives cause to take, whether directly or indirectlybe terminated, any action and all contact, discussions and negotiations with third parties regarding any Acquisition Proposal, and the Sellers will notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact related to solicitan Acquisition Proposal and provide Purchaser with the details thereof (including the Person making such offer, initiate, continue inquiry or engage contact and a copy of all written communication in discussions connection therewith) and their response thereto which shall be reviewed and approved by the Purchaser acting reasonably. The Sellers shall also immediately cease any access granted to any third party to any information or negotiations with, or enter into data room containing any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shallTarget Corporation, and shall cause its affiliates and Representatives to, immediately cease any and request such third parties to return all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior such information to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalTarget Corporation.

Exclusivity. (a) From the date of this Agreement Execution Date 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 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 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 5% or substantially all more of the equity interests outstanding capital stock (on an as converted to Company Common Stock basis) or assets other voting securities representing 5% or more of the combined voting power of the Company, whether by or (3) any conversion, consolidation, merger, sale liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of stockthe combined voting power of the Company, sale of assets, business combination or otherwise other than with BLAC 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 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 Execution Date 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 hereofExecution Date. 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 BLAC 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. Seller and each Principal agree that, until the earlier of the Closing or termination of this Agreement pursuant to its terms, they shall not directly or indirectly solicit, initiate, encourage, entertain or discuss (and shall not permit any Affiliate, manager, trustee, officer, employee, representative, agent, advisor or other Person acting on their behalf to solicit, initiate, encourage, entertain or discuss) any inquiries, proposals or offers involving any transaction with or relating to Seller, the Acquired Assets or the Business with any other Person or provide any information to any other Person, other than information which is traditionally provided in the ordinary course of the Business where Seller and such Principal have no reason to believe that such information may be utilized to evaluate a possible transaction involving Seller, the Acquired Assets or the Business. Seller and each Principal further agree to promptly notify Silvercrest should any of them receive or become aware of any such inquiries, proposals or offers from any other Person acting on their behalf, including any indicating or suggesting an interest in acquiring all or any part of Seller, the Acquired Assets or the Business. Seller and the Principals shall (and shall ensure that their Affiliates, managers, trustees, officers, employees, representatives, agents, advisors and other Persons immediately: (a) From end (and not recommence unless this Agreement is terminated in accordance with its terms) any discussions or activities conducted before the date of this Agreement and ending on that would, if conducted after the earlier of (i) the Closing and (ii) the termination date 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 constitute 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. 6.9 and (b) From require, and after the date hereof until the Effective Time orensure, if earlierthat any confidential or proprietary information regarding Seller, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates Acquired Assets or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage the Business that may have been disclosed in connection with such discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information activities is immediately returned to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination ProposalSeller.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (ia) the Closing and (iib) the termination of this AgreementAgreement pursuant to Article IX, 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, 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 (including the Additional Financing) shall not be deemed a violation of this Section 7.05(a)7.04. The For purposes of this Agreement, an “Alternative Transaction” shall mean (A) with respect to the Sellers and 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, excluding any inventory or immaterial assets sold or transferred in the Ordinary Course, 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, Irish Holdco and New 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. 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 Closing, then the Company such Party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such Party becomes aware of such inquiry or proposal) notify such person Person in writing that the Company such Party is subject to an exclusivity agreement with respect to the sale of the Company Transactions 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) 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 such Party. Notwithstanding anything to the contrary herein, if the 2021 Interim Financials have not been delivered to SPAC by the Company. For clarityCompany on or before November 15, 2021, the obligations of SPAC under this Section 7.04 shall be suspended and of no further force and effect until such time as the 2021 Interim Financials are delivered; provided, however, that SPAC shall notify the Company may inform in writing upon entering into any person making an unsolicited proposal confidentiality agreement regarding a potential Alternative Transaction and shall not execute a letter of intent or binding agreement with any party with respect to an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalthat its obligations under this Section 7.04 would have otherwise terminated.

Exclusivity. (a) From the date of this Agreement and ending on hereof until the Closing (or the earlier of (i) the Closing and (ii) the valid termination of this Agreement), the Company Indigo shall not, and shall direct cause its Affiliates (including the Company Group) and Representatives not to, directly or indirectly, (Ai) initiate, solicit, negotiate with, provide any nonpublic information regarding the Company’s businessknowingly encourage or facilitate (including by providing information), or enter into endorse, any Contract withinquiries, proposals or offers with respect to, or in any manner knowingly encourage, any proposal the making or completion of, an Acquisition Proposal, or any person (other than BCAC and its affiliates) relating inquiry, proposal or offer that would reasonably be expected 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 (lead to an “Alternative Transaction”)Acquisition Proposal, (Bii) enter into any agreement regarding, continue initiate or otherwise participate in any discussions discussions, conversations, negotiations or other communications regarding, or furnish to any person other Person any information with respect to, any proposal that constitutes an Acquisition Proposal, (iii) provide any non-public financial or cooperate other confidential or proprietary information regarding the Company Group (or the Business) to any Person in connection with an Acquisition Proposal, (iv) approve or recommend any way that would otherwise reasonably be expected to lead toAcquisition Proposal, any Alternative Transaction or (Cv) commenceenter into any letter of intent, continue definitive acquisition agreement, agreement in principle, merger agreement, option agreement, joint venture agreement, partnership agreement or renew any due diligence investigation regarding any Alternative Transaction; providedother similar Contract requiring the Purchaser, that the executionSellers or the Company to abandon, delivery and performance of terminate or breach its obligations hereunder or fail to consummate 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(a)or otherwise relating to an Acquisition Proposal. The Company shall, Sellers shall cease and shall direct its Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person of the foregoing within forty-eight (other than the parties hereto and their respective Representatives48) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration hours 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. (b) From and after the date hereof until the Effective Time or, if earlier, Closing (or the earlier valid termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Indigo shall, and shall cause its affiliates Affiliates (including the Company Group), and its and their respective directors, managers, officers and employees thereof to, and shall use its reasonable best efforts to cause its third party Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted on or prior to the date hereof by Indigo or any of its Affiliates or its Representatives with respect to any Acquisition Proposal and shall, as soon as reasonably practicable, provide the Purchaser with a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, that is received by Indigo or any of its Affiliates or its Representatives, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received. As soon as reasonably practicable following the date hereof, Indigo shall deliver notices to request the return or destruction of all confidential information to all Persons (except for the Purchaser) in accordance with the relevant non-disclosure or similar agreements (except for such non-disclosure or similar agreements that do not relate to a potential Acquisition Proposal) between such Persons and Indigo or any of its Affiliates. From and following the date hereof, ▇▇▇▇▇▇ further agrees not to, and to cause each its Affiliates not to, release any Persons described in the preceding sentence from any obligations under such non-disclosure or which is reasonably likely to give rise to or result in, a Business Combination Proposalsimilar agreements without the prior written consent of the Purchaser.

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, no Stockholder and none 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 (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 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 Stockholder, or any of its Representatives receives their respective Agents, have provided any inquiry person or proposal entity (other than UniCapital) with respect any confidential information or data relating to an Alternative Transaction at any time prior to the ClosingAcquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall promptly (and in no event later than one (1) Business Day after the Company become aware of such inquiry notify UniCapital immediately if any inquiries, proposals or proposal) notify such person in writing that the Company is subject offers related to an exclusivity agreement with respect Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the sale first sentence of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposalthis Section 8.10. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth The covenant contained in this Section 7.05(a) by the Company or its Representatives 8.10 shall be deemed to be a breach of this Section 7.05(a) by the Company. For clarity, the Company may inform not survive any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this AgreementAgreement pursuant to Section 13.1, BCAC shall not take, nor shall it permit any of its affiliates 13.2 or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal13.3.

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 the Buyer, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Buyer 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 equity securities 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)8.5. The Company Each Party shall, and shall direct cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company Each Party also agrees that it will promptly request each person 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 Person by or on behalf of it, him or her it prior to the date hereofhereof (to the extent so permitted under, and in accordance with the terms of, such confidentiality agreement). If the Company a Party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company such Party shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become such Party becomes aware of such inquiry or proposal) notify such person Person in writing that the Company such Party is subject to an exclusivity agreement with respect to the sale of the Company 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 proposalbut only, including in each the case the identity of the person making Buyer, except to the extent it determines in good faith, after consultation with its outside legal counsel, that the failure to take such inquiry or proposalaction would be inconsistent with the fiduciary duties of the Buyer Board. Without limiting the foregoing, the parties Parties agree that any violation of the restrictions set forth in this Section 7.05(a) 8.5 by the Company a Party or any of its Subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a) 8.5 by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05such Party. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From During the date of this Agreement Interim Period, the Seller and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall notnot (and the Seller shall cause the Company not to), and none of them shall direct its permit any of their respective Affiliates or Representatives not acting on their behalf to, directly or indirectly, (Aa) solicit, negotiate initiate, seek or encourage any expression of interest, inquiry, offer, or proposal from, (b) initiate or participate in any discussions or negotiations with, provide (c) furnish or cause to be furnished any nonpublic information regarding the Company’s businessor documentation to, or (d) accept any offer from or enter into any Contract agreement or understanding with, or in any manner knowingly encourage, any proposal of, any person Person (other than BCAC Buyer and its affiliatesAffiliates and Representatives) relating to a potential acquisition of all or substantially all of the equity interests or assets of the Companyany merger, whether by mergerconsolidation, recapitalization, reorganization, sale of stockassets (other than sales of Inventory in the Ordinary Course of Business or the disposition of obsolete and fully-depreciated assets not used in the Business during the twelve (12) months preceding the date hereof), sale of assetsequity interests, or other business combination or otherwise involving the Business, the Purchased Stock, and/or the Company (each, 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, Seller 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 Seller shall cause 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 proposalto), 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. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and cause their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates Affiliates and Representatives to, (i) immediately cease any and cause to be terminated all existing discussions discussions, negotiations, or negotiations other activities with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect toto any Alternative Transaction and (ii) promptly request the return or destruction 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 activities. The Seller shall promptly (and in any event within twenty-four (24) hours of receipt) notify Buyer in writing upon receipt by the Seller or the Company, or any of their respective Affiliates or Representatives, of any inquiry, offer, or proposal regarding an Alternative Transaction, which is reasonably likely to give rise to notice shall include the identity of the Person making such inquiry, offer or result in, a Business Combination Proposalproposal.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall direct cause its Representatives not to, directly or indirectly, (A) enter into, solicit, negotiate initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any nonpublic information regarding to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (1) any sale of assets of the Company equal to 5% or more of the Company’s businessassets or to which 5% or more of the Company’s revenues or earnings are attributable, (2) the issuance or enter into acquisition of 5% or more of the outstanding capital stock (on an as converted to Company Common Stock basis) or other voting securities representing 5% or more of the combined voting power of the Company or (3) any Contract withconversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any manner knowingly encourage, any proposal of, any person (or other than BCAC and its affiliates) relating to a potential acquisition of all entity or substantially all group beneficially owning 5% or more of the equity interests or assets combined voting power of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise other than with Parent and its Representatives (an “Alternative Transaction”), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (C) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions transactions contemplated hereby shall not be deemed a violation of this Section 7.05(a6.4(a). The Company shall, and shall direct cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than one twenty-four (124) Business Day hours after the Company become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or proposal, and will provide BCAC Parent with a copy of any such written inquiry or proposal or a detailed summary of any such verbal inquiry or proposal, including in each case the identity of the person making such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 7.05(a6.4(a) by the Company or its affiliates or Representatives shall be deemed to be a breach of this Section 7.05(a6.4(a) by the Company. For clarity, the Company may inform any person making an unsolicited proposal regarding an Alternative Transaction of the terms of this Section 7.05. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC Parent shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC Parent shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From During the period from the date of this Agreement and ending on through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, Seller shall (and shall cause the Company and its Subsidiaries, and it and their directors, officers, employees, stockholders, agents and other representatives or Persons acting on it or their behalf (“Representatives”)) to immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Buyer) regarding (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 any material portion of the business, properties, assets or technologies of the Company or any of its Subsidiaries, or any amount of equity interests securities the Company or of any Subsidiary (whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business or the licensing of intellectual property in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company or any of its Subsidiaries, including any new financing, investment round or recapitalization of the Company, whether by mergeror (iii) any transaction that would expressly require the Company to abandon the transactions contemplated herein (each of the transactions described in the preceding clauses (i), sale of stock, sale of assets, business combination or otherwise (ii) and (iii) being referred to herein as an “Alternative Transaction”). For the avoidance of doubt, the transactions set forth Section 6.01 of the Disclosure Schedule shall not constitute Alternative Transactions hereunder to the extent negotiated, entered into and consummated in accordance with the descriptions thereof as set forth on such schedule. (Bb) enter into During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, Seller shall not (and shall cause the Company and its Subsidiaries and it and their Representatives not to) take or permit any agreement regardingaction to: (i) solicit, continue or otherwise participate in any discussions regardinginitiate, or furnish to any person provide any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Person (other than Buyer and its representatives) concerning, knowingly encourage 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 engage in discussions or negotiations with any person conducted heretofore with respect Person concerning or in a manner reasonably likely or intended to facilitate, an Alternative Transaction; (ii) disclose any information not customarily disclosed to any Alternative Transaction. The Company also agrees that it will promptly request each person (other than concerning the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsbusiness, his properties, assets or her consideration technologies of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. If the Company or any of its Representatives receives Subsidiaries, or afford to any inquiry Person access to their respective properties, assets, technologies, books or records, not customarily afforded such access; (iii) assist or cooperate with any person to make any inquiry, offer, proposal or indication of interest regarding any Alternative Transaction; or (iv) enter into any Contract with respect to any person providing for an Alternative Transaction at or otherwise consummate any time prior to Alternative Transaction. (c) In the Closingevent that Seller, then Lender or the Company or any of its Subsidiaries or their respective Representatives shall receive any inquiry offer, proposal or indication of interest regarding a potential Alternative Transaction, or any request for disclosure of information or access of the type referenced in Section 6.05(b)(i), Seller, Lender, the Company or such Subsidiary or Representative shall promptly (and in no any event later than one (1within 24 hours) Business Day after notify Buyer thereof, which notice shall include, to the Company become aware extent permitted by applicable Law, the identity of the party making any such inquiry, offer, proposal, indication of interest or request, and the specific terms of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or inquiry, offer, proposal, and will provide BCAC with indication or request, as the case may be (including a copy of any written material and electronic communications received from 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 third party). (d) The Parties agree that any violation of irreparable damage would occur in the restrictions set forth in this Section 7.05(a) by event that the Company or its Representatives shall be deemed to be a breach provisions of this Section 7.05(a) 6.05 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the Company. For clarityParties that Buyer shall be entitled to an immediate injunction or injunctions, without the Company may inform necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any person making an unsolicited proposal regarding an Alternative Transaction bond or other security, to prevent breaches of the terms provisions of this Section 7.05. (b) From 6.05 and after to enforce specifically the date hereof until the Effective Time or, if earlier, the termination terms and provisions of this AgreementAgreement in any court of the United States or any state having jurisdiction, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage this being in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating addition to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions remedy to which Buyer may be entitled at law or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalin equity.

Exclusivity. (a) From the date of this Agreement and ending on Prior to the earlier of (i) the Closing Date and (ii) the termination of this AgreementOctober 16, the Company 2025: (a) Issuer shall not, and shall direct not permit or authorize any of its subsidiaries or Affiliates or any of their respective Representatives not to, directly or indirectly, (Ai) solicit, negotiate withinitiate, provide endorse, knowingly encourage or knowingly facilitate any nonpublic information regarding the Company’s businessinquiry, proposal or offer that constitutes a Competing Proposal, or enter into any Contract withinquiry, proposal or offer that would reasonably be expected to lead to any Competing Proposal, 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”), (Bii) enter into any agreement regardinginto, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information or data with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead towith, 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)Competing Proposal. The Company Issuer shall, and shall direct cause each of its subsidiaries, Affiliates and their respective Representatives to, (A) immediately cease any and cause to be terminated all existing discussions or and negotiations with any person Person conducted heretofore with respect to any Alternative Transaction. The Company also agrees Competing Proposal or proposal or offer that it will promptly would reasonably be expected to lead to a Competing Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, and (B) request each person the prompt return or destruction of all confidential information furnished with respect to any Competing Proposal or potential Competing Proposal during the six (other than the parties hereto and their respective Representatives6) that has months prior to the date hereof executed a confidentiality agreement in connection with itsof this Support Agreement, his or her consideration of acquiring to the Company to extent such return or destroy all Confidential Information furnished destruction had not previously been requested. Nothing in this Section 5.15(a) shall prohibit Issuer, directly or indirectly through any Representative, from informing any person that Issuer is party to this Support Agreement and informing 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 that are set forth in this Section 7.05(a5.15(a). (b) by For purposes of this Support Agreement, “Competing Proposal” means, with respect to Issuer, any debt, revenue interest or synthetic royalty financing, monetization or other similar transaction targeted at a Licensed Product. For the Company avoidance of doubt, term loans, venture debt or its Representatives other traditional loans or credit facilities not targeted at a Licensed Product shall not 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 7.05Competing Proposal. (bc) From and after In addition to its obligations set forth in Section 5.15(a), Issuer shall promptly advise Subscriber in writing in the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit event that Issuer or any of its affiliates Subsidiaries or Affiliates or its or their Representatives receives (i) any inquiry or request for information, discussion or negotiation that would reasonably be expected to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information lead to or commence due diligence that contemplates a Competing Proposal or (ii) any proposal or offer that would reasonably be expected to lead to a Competing Proposal, in each case together with respect toa description of the material terms and conditions of any such inquiry, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiryrequest, proposal or indication offer, the identify of interestthe Person making such inquiry, written request, proposal or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shalloffer, and shall cause its affiliates and Representatives toa copy of any written proposal, immediately cease any and all existing discussions offer or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposaldraft agreement provided by such Person.

Exclusivity. (a) From Except as set forth on Schedule 7.03(a), 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) 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 SPAC and/or any of its affiliatesAffiliates or Representatives) relating to a potential acquisition concerning any purchase of all or substantially all any of the Company Ordinary Shares or other equity securities of the Company or the issuance and sale of any securities of, or equity interests in, the Company or its Subsidiaries (other than any purchases of the Company Ordinary Shares or other equity securities of the Company by the Company from employees of the Company or its Subsidiaries or by any current equity holder of the Company or Company Shareholders, or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary and usual course of business (each such acquisition transaction, but excluding the CompanyTransactions, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Acquisition Transaction”). Notwithstanding the foregoing, (B) enter into the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement regarding, continue and is unable to provide any information related to the Group Companies or otherwise participate entertain any proposals or offers or engage in any negotiations or discussions regardingconcerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, or furnish to any person any information with respect toin such event, 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 Company shall notify SPAC of such facts 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)circumstances. 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 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 Original Merger Agreement 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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC SPAC shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than the Company, its stockholders the Company Shareholders and/or any of their affiliates Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction Business Combination (a “Business Combination Proposal”) ), other than with the Company, its stockholders the Company Shareholders and their respective affiliates Affiliates and Representatives. BCAC SPAC shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof of the Original Merger Agreement with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. Notwithstanding the foregoing and in addition thereto, the SPAC may respond to any unsolicited proposal regarding a Business Combination Proposal by indicating only that SPAC is subject to an exclusivity agreement and is unable to provide any information related to the SPAC, the Transactions or entertain any proposals or offers or engage in any negotiations or discussions concerning a Business Combination Proposal for as long as that exclusivity agreement remains in effect and, in such event, the SPAC shall notify Company of such facts and circumstances.

Exclusivity. (a) From Except pursuant to any express obligation of a Cumulus Party or its Affiliates pursuant to a Collocation Agreement or Ground Lease, from the date of this Agreement and ending on Signing Date through the earlier of (i) the Final Closing and (ii) Date or the termination of this Agreement, the Company Seller shall not, not (and shall direct its not cause or permit any of their Representatives not or Affiliates to, directly or indirectly, ) (Ai) solicit, negotiate withinitiate, provide any nonpublic information regarding facilitate or encourage the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, submission of any proposal of, or offer from any person (other than BCAC and its affiliates) Person relating to a potential the acquisition or lease of all or substantially all any of the equity interests or assets of the Company, whether by merger, sale of stock, sale of assets, business combination or otherwise Portfolio Sites (an a “Alternative Competing Transaction”), ; or (Bii) 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 other manner any effort or attempt by any Person to lead to, do or 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 foregoing; provided that, after the Initial Closing Date, the foregoing sentence shall not be deemed a violation of this Section 7.05(a)apply to Excluded Sites. The Company shallCumulus Parties shall notify the Buyer as promptly as practicable if any Person makes any proposal, and shall direct its Representatives tooffer, immediately cease any and all existing discussions inquiry, or negotiations with any person conducted heretofore contact with respect to any Alternative Competing Transaction. (b) From the Signing Date through the earlier of the Initial Closing Date or the termination of this Agreement, the Cumulus Parties agree, and agree to cause their Affiliates, not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which the Cumulus Parties or any of their respective Affiliates is a party with respect to the Auction, and shall use its commercially reasonable efforts to enforce or cause to be enforced each such agreement at the request of the Buyer. The Company also agrees that it will Seller shall promptly following the Initial Closing request each person (other than the parties hereto and their respective Representatives) Person that has prior to the date hereof executed a confidentiality agreement in connection with its, his the Auction or her its consideration of acquiring the Company any other Competing Transaction to return or destroy (and certify to such destruction) all Confidential Information confidential information furnished to such person Person by or on behalf of itthe Seller or its Affiliates, him or her prior but only to the date hereof. If extent such confidentiality agreements require the Company return or any destruction 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 7.05confidential information. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

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 its Representatives cause the Company Subsidiaries not to, directly or indirectlyand shall direct that their respective representatives not, (Aa) solicit, negotiate withinitiate, provide any nonpublic information regarding the Company’s business, or enter into any Contract with, or in any manner knowingly encourage, seek, facilitate, entertain, support or induce the making, submission or announcement of any Competing Transaction or any inquiries or the making of any proposal of, any person (other than BCAC and its affiliates) relating that constitutes 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 (an “Alternative Competing Transaction”), (Bb) enter into any agreement regardinginto, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or otherwise cooperate in any way with, or execute or enter into any Contract with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that would otherwise constitutes, or could reasonably be expected to lead to, any Alternative Competing Transaction, (c) agree to, accept, approve, endorse or recommend any Competing Transaction, (d) enter into any letter of intent or any other contract contemplating or otherwise relating to any Competing Transaction or (Ce) commence, continue or renew submit any due diligence investigation regarding any Alternative Transaction; provided, that Competing Transaction to the execution, vote of the Existing Equityholders. Upon 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 shall direct its Representatives cause all Persons acting on behalf of it to, (i) immediately cease and cause to be terminated any and all existing discussions or negotiations with any person Person (other than Purchaser and its Affiliates) conducted heretofore on or before the date hereof with respect to any Alternative Transaction. The Company also agrees that it will promptly request each person Competing Transaction unless and until this Agreement is terminated pursuant to Section 11.1, and (other than the parties hereto and their respective Representativesii) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of acquiring the Company instruct all Persons to return or destroy all Confidential Information furnished to such person confidential information provided by or on behalf of it, him or her prior to the date hereof. If the Company during any Competing Transaction discussions. The Company shall use commercially reasonable efforts to provide prompt notice to Purchaser of (x) the receipt of any bona fide proposal, communication or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to Competing Transaction, (y) the Closing, then the Company shall promptly (material terms and in no event later than one (1) Business Day after the Company become aware conditions of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits it from considering such inquiry or 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 (z) the identity of the person such Person making any 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 7.05Competing Transaction. (b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Exclusivity. (a) From Prior to the date earlier of the Closing and the termination of this Agreement in accordance with Article VIII, the Corporation shall not (and ending on the earlier of shall not permit their respective directors, officers, employees, equityholders, Affiliates, financial advisors, attorneys, accountants, or other representatives (collectively, “Representatives”) to), directly or indirectly, (i) accept, or enter into any agreement with respect to, any existing proposal or offer outstanding as of the Closing Agreement Date or received after the Agreement Date from any other Person to consummate a Competing Transaction, or (ii) solicit, initiate, knowingly facilitate or knowingly encourage, engage in discussions or negotiations with, or furnish information to, any Person other than Parent with respect to a Competing Transaction. (i) The Corporation and the Stockholders shall cause any pending discussions or negotiations with any other Person regarding a Competing Transaction to be immediately terminated, (ii) the termination Corporation shall terminate access by any Person other than Parent to any virtual or electronic data room containing confidential information regarding the Corporation or any subsidiary of this Agreementthe Corporation and shall request from each Person that had access to any such data room (other than Parent and its Representatives) the prompt return or destruction of all non-public information with respect to the Corporation previously provided to such Person, and (iii) the Company Corporation and the Stockholders, shall not, and shall direct its cause their respective Representatives not to, directly or indirectly, (A) solicit, negotiate with, provide deal with 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) 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 Parent with respect to discussing or negotiating any Alternative Competing Transaction. The Company also agrees that it will promptly request each person (other than the parties hereto Corporation shall notify Parent promptly, and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with itsany event within 24 hours, 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 if any inquiry or proposal with respect to an Alternative regarding a Competing Transaction at any time prior to is made, including in such notice 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 identity of the Company that prohibits it from considering such Person making the 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 7.05thereof, and, if in written form, complete and accurate copies thereof. (bc) From and after The parties acknowledge that the date hereof until Corporation has withdrawn the Effective Time orfiling of the Triller LLC 2024 S-1 on May 6, if earlier, the termination of this Agreement, BCAC shall not take, nor shall it permit any of its affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders and/or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a “Business Combination Proposal”) other than with the Company, its stockholders and their respective affiliates and Representatives. BCAC shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal2024.

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. (b) From and after During the date hereof until the Effective Time orInterim Period, if earlier, the termination of this Agreement, BCAC SEDA shall not take, nor shall it permit any of its affiliates Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person Person (other than JV GmbH, PP Holding, the Company, its stockholders Shareholders and/or any of their affiliates or Affiliates and Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, whether written or oral oral, relating to any business combination transaction Business Combination other than with JV GmbH, the Shareholders and their respective Affiliates and Representatives (a “Business Combination Proposal”) other than with ). If SEDA or any of its Affiliates or Representatives receives any inquiry or proposal regarding a Business Combination Proposal at any time prior to the CompanyClosing, its stockholders then SEDA shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits them from providing any information considering such inquiry or proposal and, in such event, SEDA shall also promptly notify JV GmbH and their respective affiliates the Shareholders of such facts and Representativescircumstances. BCAC SEDA shall, and shall cause its affiliates Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. Nothing contained in this Section 11.04(b) shall prohibit SEDA or the SEDA Board or any committee thereof from making any disclosure to the SEDA Shareholders if the SEDA Board determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law.