1. Exclusivity. During the Exclusivity Period (as defined below), the Company will not, and will ensure that none of its Related Persons (as defined below) will, solicit, negotiate, accept, encourage, consider or otherwise pursue any offer or inquiry from any person or entity, or engage in discussions or other communications or furnish any information regarding, any acquisition or disposition of any interest in any Company capital stock or other equity interest, an equity investment in, or a sale of all or any significant part of the assets of, the Company, or any merger, reorganization, recapitalization, consolidation, share exchange or other business combination or disposition involving the Company, in each case other than with H.I.G.Upon execution of this Agreement, the Company shall, and shall cause each of its Related Persons to, immediately terminate all discussions with any third party regarding a transaction of the type described in this Section. If, during the Exclusivity Period, any party approaches or communicates with the Company, directly or indirectly (i.e., including through any of its Related Persons), regarding any transaction of a type described above (an Alternative Transaction), the Company shall promptly notify H.I.G. of such communication (with such notice including any material terms of such proposal) and shall further immediately inform such third party of the existence of an Exclusivity Period (without identifying H.I.G. or any of its respective affiliates or Related Persons).For purposes hereof, Exclusivity Period means the period commencing upon the mutual execution of this Agreement and continuing until the earlier of (i)delivery by H.I.G. to the Company of written notice terminating the Exclusivity Period or (ii)11:59 p.m. (New York City time) on June13, 2017. For purposes hereof, Related Persons means, with respect to any person, each affiliate of such person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such person or any of its affiliates.